Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date: (i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer; (ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage; (iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens; (iv) the Collateral Assignment, duly executed by the Buyer; (v) the Intercompany Subordination Agreement, duly executed by each Loan Party; (vi) the Flow of Funds Agreement, duly executed by each party; thereto; (vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith; (viii) a Perfection Certificate, duly executed by the parties thereto; (ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives; (x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions; (xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction; (xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party; (xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request; (xiv) [Intentionally Omitted]. (xv) [Intentionally Omitted].; (xvi) [Intentionally Omitted]. (xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b); (xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent; (xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent; (xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request; (xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral; (xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements; (xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 7 contracts
Sources: Financing Agreement (Funko, Inc.), Financing Agreement (Funko, Inc.), Financing Agreement (Funko, Inc.)
Delivery of Documents. The Collateral Agent shall have received on or before Concurrently with the Effective Date delivery of this Loan Agreement (as previously authorized, executed and attested) at the followingLoan Closing, each in form and substance reasonably satisfactory the Borrower will cause to be delivered to the Collateral Agent and, unless indicated otherwise, dated State each of the Effective Datefollowing items:
(i) a Security Agreementan opinion of the Borrower’s bond counsel substantially in the form of Exhibit E hereto; provided, together withhowever, that the State may permit portions of such opinion to be rendered by general counsel to the extent applicable, Borrower and may permit variances in such opinion from the original stock certificates representing all of form set forth in Exhibit E if such variances are acceptable to the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferState;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices counterparts of this Loan Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement previously executed and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested attested by the Collateral Agent and each Mortgageparties hereto;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed those resolutions finally adopted by the Collateral Agent, shall cover any board of directors of the Collateral (other than Permitted Liens) Borrower and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing requested by the Collateral AgentState, shall not show any such Liens;
(iv) the Collateral Assignmentincluding, duly executed by the Buyer;
(v) the Intercompany Subordination Agreementwithout limitation, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder resolution of the Borrower authorizing the execution, attestation and the transactions contemplated by the delivery of this Loan Documents to which such Loan Party is or will be a partyAgreement, and (B) the Borrower Bond Resolution, as amended and supplemented as of the date of the Loan Closing, authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution attestation, authentication, sale and delivery of the other documents Borrower Bond to be delivered by such Person in connection herewith and therewith;
the State, (viiiC) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures resolution of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and Borrower confirming the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence details of the incumbency of such authorized officers/directors/representatives;
(x) a certificate sale of the appropriate official(s) Borrower Bond to the State, each of said resolutions of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party Borrower being certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;Borrower as of the date of the Loan Closing, (D) the resolution of the BPU approving the issuance by the Borrower of the Borrower Bond to the State and setting forth any other approvals required therefor by the BPU, if applicable, and (E) any other Proceedings; and
(xixiv) a certificate the certificates of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage as required by Section 7.01 and pursuant to the terms of each Security Agreement Section 3.06(c) hereof and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably requestcertificates, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, information as the Collateral Agent State may reasonably requestrequire in Exhibit F hereto, if any.
Appears in 6 contracts
Sources: Loan Agreement (Middlesex Water Co), Loan Agreement (Middlesex Water Co), Loan Agreement (Middlesex Water Co)
Delivery of Documents. The Collateral Subordination Agent on behalf of each such Applicable Pass Through Trustee shall have received on executed counterparts or before conformed copies of the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Datefollowing documents:
(i) a Security this Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageTrust Indenture;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liensinitial Trust Indenture Supplement;
(iv) the Collateral Assignment, duly executed broker's report and insurance certificates required by Section 4.06 of the BuyerTrust Indenture;
(v) the Intercompany Subordination Consent and Agreement and the Engine Consent and Agreement, duly executed by each Loan Party;
(vi) the Flow Bills of Funds Agreement, duly executed by each party; theretoSale;
(vii) (A) a copy of the Certificate of Incorporation and By-Laws of Owner and resolutions of the board of directors of Owner and/or the executive committee thereof, in each Loan Party, case certified as of the Effective Date by an Authorized Officer thereofClosing Date, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is Secretary or will be a partyan Assistant Secretary of Owner, and (B) duly authorizing the execution, delivery and performance by such Loan Party Owner of each Loan Document the Operative Agreements to which such Loan Party it is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents required to be executed and delivered by such Loan Party Owner on or prior to the Closing Date in connection herewith accordance with the provisions hereof and therewiththereof; and (B) an incumbency certificate of Owner as to the person or persons authorized to execute and deliver the Operative Agreements on behalf of Owner;
(viii) an Officer's Certificate of Owner, together with evidence dated as of the incumbency Closing Date, stating that its representations and warranties set forth in this Agreement are true and correct as of the Closing Date (or, to the extent that any such representation and warranty expressly relates to an earlier date, true and correct as of such authorized officers/directors/representativesearlier date);
(ix) the Financing Statements;
(x) a certificate the following opinions of counsel, in each case dated the appropriate official(sClosing Date:
(A) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to Owner, substantially in the jurisdiction form of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsExhibit A;
(xiB) a true and complete copy an opinion of Owner's Legal Department, substantially in the charter, certificate form of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionExhibit B;
(xiiC) a copy an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to Mortgagee and to the Governing Documents Applicable Pass Through Trustees, substantially in the form of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan PartyExhibit C;
(xiiiD) an opinion of ▇▇▇▇▇ Lovells▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel to in Oklahoma City, Oklahoma, substantially in the Loan Parties, as to such customary matters as the Agents may reasonably request;form of Exhibit D; and
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiixi) a copy of (A) a current, valid Standard Certificate of Airworthiness for the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested Aircraft duly issued by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative BorrowerFAA, together with a certificate copy of an Authorized Officer a duly executed application for registration of the Administrative Borrower stating that such agreements remain Aircraft with the FAA in full force and effect and that none the name of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestOwner.
Appears in 6 contracts
Sources: Participation Agreement (Continental Airlines Inc /De/), Participation Agreement (Continental Airlines Inc /De/), Participation Agreement (Continental Airlines Inc /De/)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunderthereunder (if any), accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC‑1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and each Mortgage (B) evidence reasonably satisfactory to the Collateral Agent of extent that a security interest may be perfected by such filing in the filing of property purported to be covered by such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Security Agreement or Mortgage);
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(iv) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(v) the Intercompany Subordination Agreement, duly executed by each Loan PartyPCC Acquisition Collateral Assignment;
(vi) the Flow of Funds Agreement, duly executed by each party; theretoDisbursement Letter;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewithFee Letter;
(viii) a Perfection Certificate, duly executed by the parties theretoIntercompany Subordination Agreement;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices, Letter of Credit Applications and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the Effective Date by an Authorized Officer incumbency of such Loan Party;
authorized officers and (xiiiD) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiix) a certificate of the chief financial officer of the Parent (A) setting forth in reasonable detail the calculations required to establish that the Pro Forma Leverage Ratio does not exceed 3.90:1.00, (B) attaching a copy of (A) the Financial Statements and (B) the financial projections Projections described in Section 6.01(g)(ii) hereof, certified hereof and certifying as of to the Effective Date as complying compliance with the representations and warranties set forth in Section 6.01(g)(ii6.01(g)(i) by an Authorized Officer and Section 6.01(cc)(ii) and (C) certifying that after giving effect to all Loans to be made on the Effective Date and the Letters of Credit to be issued on the Effective Date, (1) the Availability is not less than $15,000,000 and (2) all liabilities of the Ultimate ParentLoan Parties are current;
(xixxi) a certificate of the chief financial officer of Funko Holdings the Parent, certifying as to the solvency matters set forth in Section 6.01(t)(i);
(xii) a certificate of an Authorized Officer of the Borrowers Administrative Borrower certifying that (taken A) the attached copies of the PCC Acquisition Documents as in effect on the Effective Date are true, complete and correct copies thereof and (B) such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xiii) a whole)certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xiv) an opinion of Shearman & Sterling LLP, counsel to the Loan Parties, as to such matters as the Agents may reasonably request;
(xv) opinions of M▇▇▇▇▇▇▇ C▇▇▇▇▇ ▇▇▇▇▇▇ LLP and G▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC, each acting as local counsel to the Loan Parties, which certificate opinions shall be reasonably satisfactory in form and substance satisfactory to the Collateral AgentAgents, as to such matters as the Agents may reasonably request;
(xxxvi) evidence of insurance certificates evidencing the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested required by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may requestSection 7.01;
(xxixvii) (A) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities (other than the Specified Existing Credit Facilities), together with (AB) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities (other than the Specified Existing Credit Facilities) and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (C) a release agreement with respect to the Specified Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (BD) a satisfaction of mortgage for each mortgage filed by the Existing Lender on each Facility, (E) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (CF) UCC-3 UCC‑3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 4 contracts
Sources: Financing Agreement (Alj Regional Holdings Inc), Financing Agreement (Alj Regional Holdings Inc), Financing Agreement (Alj Regional Holdings Inc)
Delivery of Documents. The Collateral Subordination Agent on behalf of each such Applicable Pass Through Trustee shall have received on executed counterparts or before conformed copies of the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Datefollowing documents:
(i) a Security this Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageTrust Indenture;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liensinitial Trust Indenture Supplement;
(iv) the Collateral Assignment, duly executed broker’s report and insurance certificates required by Section 4.06 of the BuyerTrust Indenture;
(v) the Intercompany Subordination Consent and Agreement, duly executed by each Loan Partythe Engine Consent and Agreement and the French Pledge Agreement;
(vi) the Flow Bills of Funds Agreement, duly executed by each party; theretoSale;
(vii) (A) a copy of the Certificate of Incorporation and By-Laws of Owner and resolutions of the board of directors of Owner and/or the executive committee thereof, in each Loan Party, case certified as of the Effective Date by an Authorized Officer thereofClosing Date, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is Secretary or will be a partyan Assistant Secretary of Owner, and (B) duly authorizing the execution, delivery and performance by such Loan Party Owner of each Loan Document the Operative Agreements to which such Loan Party it is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents required to be executed and delivered by such Loan Party Owner on or prior to the Closing Date in connection herewith accordance with the provisions hereof and therewiththereof; and (B) an incumbency certificate of Owner as to the person or persons authorized to execute and deliver the Operative Agreements on behalf of Owner;
(viii) an Officer’s Certificate of Owner, together with evidence dated as of the incumbency Closing Date, stating that its representations and warranties set forth in this Agreement are true and correct as of the Closing Date (or, to the extent that any such representation and warranty expressly relates to an earlier date, true and correct as of such authorized officers/directors/representativesearlier date);
(ix) the Financing Statements;
(x) a certificate the following opinions of counsel, in each case dated the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;Closing Date:
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiiA) an opinion of ▇▇▇▇▇▇ Lovells& ▇▇▇▇▇▇▇ LLP, special counsel to Owner, substantially in the Loan Parties, as to such customary matters as the Agents may reasonably requestform of Exhibit A;
(xivB) [Intentionally Omitted].
(xv) [Intentionally Omitted].an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, regulatory counsel to Owner, substantially in the form of Exhibit B;
(xviC) [Intentionally Omitted].
(xvii) a certificate the opinions of an Authorized Officer of each Loan Party▇▇▇▇▇▇ ▇▇▇▇▇ LLP, certifying as special counsel to Indenture Trustee and to the matters set forth Applicable Pass Through Trustees, each substantially in Section 5.01(b)the form of Exhibits C-1 and C-2;
(xviiiD) an opinion of Daugherty, Fowler, Peregrin, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel in Oklahoma City, Oklahoma, substantially in the form of Exhibit D;
(E) an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, special French counsel for the Owner, with respect to the French Pledge Agreement, substantially in the form of Exhibit E; and
(xi) a copy of (A) a current, valid Standard Certificate of Airworthiness for the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested Aircraft duly issued by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative BorrowerFAA, together with a certificate copy of an Authorized Officer a duly executed application for registration of the Administrative Borrower stating that such agreements remain Aircraft with the FAA in full force and effect and that none the name of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestOwner.
Appears in 3 contracts
Sources: Note Purchase Agreement (Us Airways Inc), Participation Agreement (Us Airways Inc), Participation Agreement (Us Airways Inc)
Delivery of Documents. The Collateral Agent Agents shall have received on or before the Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Agents and, unless indicated otherwise, dated the Amendment Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreementcertificate of an Authorized Officer of each Loan Party, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with certifying (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion to copies of the Collateral AgentGoverning Documents of such Loan Party, desirable or that there have been no changes to perfect the security interests purported to be created by each Security Agreement Governing Documents of such Loan Party since the Effective Date, and (B) evidence reasonably satisfactory as to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions or written consents of each such Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Party authorizing (A1) the borrowings hereunder on the Amendment Effective Date and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B2) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party this Amendment and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiiii) an opinion of ▇▇▇▇▇▇▇ LovellsProcter LLP, counsel to the Loan Parties, as to such customary matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixiii) a certificate of the chief financial officer of Funko Holdings the Parent, certifying as that the Loan Parties on a consolidated basis are Solvent (after giving effect to the solvency 2014 Delayed Draw Term Loan, the incurrence of the Borrowers (taken as a whole2014 Subordinated Indebtedness and the other transactions to occur on the Amendment Effective Date), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (Aiv) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof certificate delivered by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer Borrower certifying to the Agents and the Lenders that the proceeds of the Administrative Borrower stating that 2014 Delayed Draw Term Loan is being used for a Permitted Project and is in compliance with the budget for such agreements remain Permitted Project set forth on Schedule 1.01(C) and attaching thereto a detailed sources and uses statement in full force form and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each substance reasonably satisfactory to the Collateral Agent Required Lenders;
(v) a certificate of the chief financial officer of the Parent setting forth in reasonable detail the calculations required to establish, on a pro forma basis after giving effect to the 2014 Delayed Draw Term Loan, the incurrence of the 2014 Subordinated Indebtedness and the other transactions to occur on the Amendment Effective Date, compliance with each of the financial covenants contained in Section 7.03 (as amended by this Amendment, as applicable) for the next four fiscal quarters; and
(vi) a Disbursement Letter, executed by the Loan Parties, the Agents, the Lenders and the 2014 Subordinated Indebtedness Creditors, in form and substance, as substance satisfactory to the Collateral Agent may reasonably requestAgents.
Appears in 3 contracts
Sources: Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC-1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each the Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreement;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(iv) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(v) the Intercompany Subordination Agreement, duly executed by each Loan PartyDisbursement Letter;
(vi) the Flow of Funds Agreement, duly executed by each party; theretoFee Letter;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewithIntercompany Subordination Agreement;
(viii) a Perfection Certificate, duly executed by Management Rights Agreement between the parties theretoParent and each Lender that is intended to qualify as a venture capital operating company under the United States Department of Labor Regulation published at 29 C.F.R. Section 2510.3-101 (each a “VCOC Management Rights Agreement”);
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the Effective Date by an Authorized Officer incumbency of such Loan Party;
authorized officers and (xiiiD) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiix) a certificate of the chief financial officer of the Parent attaching a copy of (A) the Financial Statements and (B) the financial projections Projections described in Section 6.01(g)(ii) hereof, certified hereof and certifying as of to the Effective Date as complying compliance with the representations and warranties set forth in Section 6.01(g)(ii6.01(g)(i) by an Authorized Officer of the Ultimate Parentand Section 6.01(bb)(ii);
(xixxi) a certificate of the chief financial officer of Funko Holdings the Parent, certifying that the Loan Parties on a consolidated basis are Solvent (after giving effect to the Loans made on the Effective Date);
(xii) a certificate of an Authorized Officer of the Administrative Borrower certifying that (A) the attached copies of the Material Contracts as in effect on the Effective Date are true, complete and correct copies thereof and (B) such agreements remain in full force and effect and that none of the Loan Parties is in breach or default of any of its obligations under such agreements;
(xiii) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the solvency subsistence in good standing of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory such Loan Party in form and substance to the Collateral Agentsuch jurisdictions;
(xxxiv) an opinion of ▇▇▇▇▇▇▇ Procter LLP, counsel to the Loan Parties, as to such matters as the Collateral Agent may reasonably request;
(xv) evidence of the insurance coverage required by Section 7.01 and the terms of each the Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may requestAgreement;
(xxixvi) [intentionally omitted];
(xvii) [intentionally omitted];
(xviii) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each Existing Credit Facility (in the case of the Existing Credit Facilities GE China Loan and the GE Iowa Loan, only with respect to the relevant sections of the applicable supply agreements with GE) and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxiixix) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements[intentionally omitted];
(xxiiixx) evidence satisfactory to the Agents that a Process Agent has been properly appointed by each Loan Party in accordance with Section 12.10(b);
(xxi) evidence satisfactory to the Agents that the existing equity holders of the Parent have waived or deferred in writing, on terms acceptable to the Agents, any applicable redemption rights under the Eighth Amended and Restated Certificate of Incorporation of the Parent until the Obligations have been paid in full and all Commitments hereunder have been terminated; and
(xxii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 3 contracts
Sources: Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc)
Delivery of Documents. The Collateral Subordination Agent on behalf of each such Applicable Pass Through Trustee shall have received on executed counterparts or before conformed copies of the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Datefollowing documents:
(i) a Security this Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageTrust Indenture;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liensinitial Trust Indenture Supplement;
(iv) the Collateral Assignment, duly executed broker’s report and insurance certificates required by Section 4.06 of the BuyerTrust Indenture;
(v) the Intercompany Subordination Consent and Agreement and the Engine Consent and Agreement, duly executed by each Loan Party;
(vi) the Flow Bills of Funds Agreement, duly executed by each party; theretoSale;
(vii) (A) a copy of the Certificate of Incorporation and By-Laws of Owner and resolutions of the board of directors of Owner and/or the executive committee thereof, in each Loan Party, case certified as of the Effective Date by an Authorized Officer thereofClosing Date, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is Secretary or will be a partyan Assistant Secretary of Owner, and (B) duly authorizing the execution, delivery and performance by such Loan Party Owner of each Loan Document the Operative Agreements to which such Loan Party it is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents required to be executed and delivered by such Loan Party Owner on or prior to the Closing Date in connection herewith accordance with the provisions hereof and therewiththereof; and (B) an incumbency certificate of Owner as to the person or persons authorized to execute and deliver the Operative Agreements on behalf of Owner;
(viii) an Officer’s Certificate of Owner, together with evidence dated as of the incumbency Closing Date, stating that its representations and warranties set forth in this Agreement are true and correct as of the Closing Date (or, to the extent that any such representation and warranty expressly relates to an earlier date, true and correct as of such authorized officers/directors/representativesearlier date);
(ix) the Financing Statements;
(x) a certificate the following opinions of counsel, in each case dated the appropriate official(sClosing Date:
(A) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to Owner, substantially in the jurisdiction form of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsExhibit A;
(xiB) a true and complete copy an opinion of Owner’s Legal Department, substantially in the charter, certificate form of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionExhibit B;
(xiiC) a copy an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special counsel to Mortgagee and to the Governing Documents Applicable Pass Through Trustees, substantially in the form of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan PartyExhibit C;
(xiiiD) an opinion of ▇▇▇▇▇ Lovells▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel to in Oklahoma City, Oklahoma, substantially in the Loan Parties, as to such customary matters as the Agents may reasonably request;form of Exhibit D; and
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiixi) a copy of a current, valid [Standard Certificate of Airworthiness for the Aircraft duly issued by the FAA]3 [Export Certificate of Airworthiness duly issued by the Brazilian aviation authority]4 together with a copy of a duly executed application for registration (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as or of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency aircraft registration) of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory Aircraft with the FAA in form and substance to the Collateral Agent;
(xx) evidence name of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestOwner.
Appears in 3 contracts
Sources: Note Purchase Agreement (United Airlines, Inc.), Note Purchase Agreement (United Airlines, Inc.), Note Purchase Agreement
Delivery of Documents. The Collateral Agent shall have received on or before Concurrently with the Effective Date delivery of this Loan Agreement (as previously authorized, executed and attested) at the followingLoan Closing, each in form and substance reasonably satisfactory the Borrower will cause to be delivered to the Collateral Agent and, unless indicated otherwise, dated State each of the Effective Datefollowing items:
(i) a Security Agreementan opinion of the Borrower's bond counsel substantially in the form of Exhibit E hereto; provided, together withhowever, that the State may permit portions of such opinion to be rendered by general counsel to the extent applicable, Borrower and may permit variances in such opinion from the original stock certificates representing all of form set forth in Exhibit E if such variances are acceptable to the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferState;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices counterparts of this Loan Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement previously executed and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested attested by the Collateral Agent and each Mortgageparties hereto;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed those resolutions finally adopted by the Collateral Agent, shall cover any board of directors of the Collateral (other than Permitted Liens) Borrower and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing requested by the Collateral AgentState, shall not show any such Liens;
(iv) the Collateral Assignmentincluding, duly executed by the Buyer;
(v) the Intercompany Subordination Agreementwithout limitation, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder resolution of the Borrower authorizing the execution, attestation and the transactions contemplated by the delivery of this Loan Documents to which such Loan Party is or will be a partyAgreement, and (B) the Borrower Bond Resolution, as amended and supplemented as of the date of the Loan Closing, authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution attestation, authentication, sale and delivery of the other documents Borrower Bond to be delivered by such Person in connection herewith and therewith;
the State, (viiiC) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures resolution of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and Borrower confirming the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence details of the incumbency of such authorized officers/directors/representatives;
(x) a certificate sale of the appropriate official(s) Borrower Bond to the State, each of said resolutions of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party Borrower being certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;Borrower as of the date of the Loan Closing, (D) the resolution of the BPU approving the issuance by the Borrower of the Borrower Bond to the State and setting forth any other approvals required therefor by the BPU, if applicable, and (E) any other Proceedings; and
(xixiv) a certificate the certificates of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage as required by Section 7.01 and pursuant to the terms of each Security Agreement Section 3.06(c) hereof and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably requestcertificates, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, information as the Collateral Agent State may reasonably requestrequire in Exhibit F hereto, if any.
Appears in 3 contracts
Sources: Loan Agreement (Middlesex Water Co), Loan Agreement (Middlesex Water Co), Loan Agreement (Middlesex Water Co)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a the Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each the Security Agreement and Agreement;
(Biii) the results of searches for any effective UCC financing statements, tax Liens or judgment Liens filed against any Loan Party or its property, (x) which results shall not show any such Liens (other than Permitted Liens acceptable to the Collateral Agent) or (y) shall be accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in all such financing statements and other filings (or similar document) have been released or will be released on the Effective Date concurrently with the funding of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such LiensLoans hereunder;
(iv) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(v) the Intercompany Subordination Agreement, duly executed by each Loan PartyDisbursement Letter;
(vi) the Flow of Funds Agreement, duly executed by each party; theretoFee Letter;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewithIntercompany Subordination Agreement;
(viii) a Perfection Certificatethe Intercreditor Agreement, duly executed by the parties theretoAGS Subordination Agreement and the Exitus Subordination Agreement;
(ix) [Reserved];
(x) [Reserved];
(xi) the management rights letter, dated as of the date hereof, among the Loan Parties and the Agents, as amended, amended and restated, supplemented or otherwise modified from time to time (the “VCOC Management Rights Agreement”);
(xii) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document (or applicable equivalent) of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of the Borrower, including, without limitation, Notices of Borrowing, SOFR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the Effective Date by an Authorized Officer incumbency of such Loan Party;
authorized officers and (xiiiD) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b), 5.01(c), 5.01(e), 5.01(f), 5.01(j) and 5.01(k);
(xviiixiii) a certificate of the chief financial officer of Holdings (A) setting forth in reasonable detail the calculations required to establish compliance, on a pro forma basis after giving effect to the Loans, with each of the financial covenants contained in Section 7.03 (as if the covenants applicable to the fiscal month ending April 30, 2022 applied on the Effective Date), (B) certifying that all United States federal and other material tax returns required to be filed by the Loan Parties have been filed and all taxes (other than the Unpaid Taxes) upon the Loan Parties or their properties, assets, and income (including real property taxes and payroll taxes) have been paid, (C) attaching a copy of (A) the Financial Statements and (B) the financial projections Projections described in Section 6.01(g)(ii) hereof, certified hereof and certifying as of to the Effective Date as complying compliance with the representations and warranties set forth in Section 6.01(g)(i) and Section 6.01(g)(ii) by an Authorized Officer and (D) certifying that after giving effect to all Loans to be made on the Effective Date, all liabilities of the Ultimate ParentLoan Parties (other than any accounts payable that are past due and expressly permitted pursuant to Section 7.02(s)) are current;
(xixxiv) a certificate of the chief financial officer of Funko Holdings Holdings, certifying on behalf of the Loan Parties, that the Loan Parties (on a consolidated basis), after giving effect to the Loans made on the Effective Date, are Solvent;
(xv) a certificate of an Authorized Officer of the Borrower certifying that (A) the attached copies of the Material Contracts as in effect on the Effective Date are true, complete and correct copies thereof and (B) such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xvi) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party, certifying as of a recent date not more than 30 days prior to the Effective Date as to the solvency subsistence in good standing of, and the payment of the Borrowers (taken as a whole)Taxes by, which certificate shall be reasonably satisfactory such Loan Party in form and substance to the Collateral Agentsuch jurisdictions;
(xxxvii) an opinion of (i) ▇▇▇▇▇ ▇▇▇▇▇ LLP, New York, Delaware and California counsel to the Loan Parties, and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P.A., Florida counsel to the Loan Parties, as to such matters as the Collateral Agent may reasonably request;
(xviii) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and each Mortgage and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;; and
(xxixix) evidence of the payment in full of all Indebtedness under the Existing First Lien Credit FacilitiesFacility (other than the Deferred Monroe Fees), together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing First Lien Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties and the Existing First Lien Lenders, (B) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing First Lien Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 3 contracts
Sources: Financing Agreement (AgileThought, Inc.), Financing Agreement (AgileThought, Inc.), Financing Agreement (AgileThought, Inc.)
Delivery of Documents. The Collateral Agent following documents shall have received been delivered to Buyer:
(a) A report from Cronos showing the number of Containers, by pool and type, that are subject to the Lease Agreements as of September 30, 2006;
(b) a B▇▇▇ of Sale for the Containers being sold by Seller on or before the Effective Closing Date (in the followingform of Exhibit “C” attached hereto), executed by such Seller;
(c) an Assignment and Assumption Agreement with Buyer executed by Seller (in the form of Exhibit “D”), assigning to Buyer Seller’s rights under the Lease Agreements and Guaranties;
(d) an Estoppel Agreement executed by Cronos (in the form of Exhibit “E”), acknowledging and consenting to Seller’s assignment and Buyer’s assumption of the Lease Agreements and providing certain representations to Buyer regarding the Containers covered thereby;
(e) a Ratification of Guaranties executed by (i) The Cronos Group (in the form of Exhibit “F”), consenting to the assignment of the Cronos Guaranties to Buyer and confirming that each of the Cronos Guaranties remains in effect, and (ii) by Seller as to the Acknowledgement and Release attached thereto;
(f) if prior to the Closing Date PLMI Fund has assigned and transferred to PLMI Trust all of PLMI Fund’s right, title and interest in and to the Containers and each Lease Agreement(s) to which it is a party, evidence of such transfer, such as an executed b▇▇▇ of sale, assignment and assumption agreement between PLMI Fund, as assignor, and PLMI Trust, as assignee, together with a complete copy of the trust agreement of PLMI Trust;
(g) documents evidencing the release of any liens, encumbrances and security interests in the Containers, in form and substance reasonably satisfactory to the Collateral Agent Buyer; and, unless indicated otherwise, dated the Effective Date:
(ih) a Security Agreementall other agreements, together withinstruments, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as documents reasonably requested by Buyer prior to the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred Closing Date to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and effect the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted]this Agreement.
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 3 contracts
Sources: Container Purchase Agreement (Professional Lease Management Income Fund I LLC), Container Purchase Agreement (PLM Equipment Growth & Income Fund Vii), Container Purchase Agreement (PLM Equipment Growth Fund Vi)
Delivery of Documents. The Collateral Agent Agents shall have received on or before the Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Agents and, unless indicated otherwise, dated the Amendment Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreementcertificate of an Authorized Officer of each Loan Party, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with certifying (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion to copies of the Collateral AgentGoverning Documents of such Loan Party, desirable or that there have been no changes to perfect the security interests purported to be created by each Security Agreement Governing Documents of such Loan Party since the Effective Date, and (B) evidence reasonably satisfactory as to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions or written consents of each such Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Party authorizing (A1) the borrowings hereunder on the Amendment Effective Date and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B2) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party this Amendment and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viiiii) a Perfection CertificateJoinder Agreement, duly executed by adding each of TPI Mexico III, LLC, TPI Mexico IV, LLC, TPI Morocco, LLC, TPI Morocco I, LLC and TPI Turkey Izbas, LLC as additional Guarantors, together with such other instruments and documents (including, without limitation, security agreement supplements, pledge amendments, supplements to the parties theretoIntercompany Subordination Agreement and opinions) required to be delivered pursuant to Section 3 thereof;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiiiii) an opinion of ▇▇▇▇▇▇▇ LovellsProcter LLP, counsel to the Loan Parties, as to such customary matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixiv) a certificate of the chief financial officer of Funko Holdings the Parent, certifying as that the Loan Parties on a consolidated basis are Solvent (after giving effect to the solvency of 2015 Delayed Draw Term Loan and the Borrowers (taken as a wholeother transactions to occur on the Amendment Effective Date), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (Av) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof certificate delivered by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer Borrower certifying to the Agents and the Lenders that the proceeds of the Administrative Borrower stating that 2015 Delayed Draw Term Loan are being used for a Permitted Project and are in compliance with the budget for such agreements remain Permitted Project set forth on Schedule 1.01(C) and attaching thereto a detailed sources and uses statement in full force form and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each substance reasonably satisfactory to the Collateral Agent Required Lenders; and
(vi) a certificate of the chief financial officer of the Parent setting forth in form reasonable detail the calculations required to establish, on a pro forma basis after giving effect to the 2015 Delayed Draw Term Loan and substancethe other transactions to occur on the Amendment Effective Date, compliance with each of the financial covenants contained in Section 7.03 (as amended by this Amendment, as applicable) for the Collateral Agent may reasonably requestnext four fiscal quarters.
Appears in 3 contracts
Sources: Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc)
Delivery of Documents. The Collateral Agent shall Lender shall, except as noted below, have received on executed counterparts of the following agreements, instruments, certificates or before the Effective Date the followingdocuments, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
such counterparts (i) a Security Agreementshall have been duly authorized, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership respective party or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments parties thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral AgentLender and (iii) shall be in full force and effect:
(1) this Agreement, with all exhibits, annexes, appendices and schedules hereto;
(xx2) evidence a copy of the insurance coverage required Purchase Agreement certified by Section 7.01 the Manufacturer, with all attachments, schedules, letter agreements and the terms of each Security Agreement and all other agreements, except for any such other insurance coverage provisions, terms and agreements which are not requested by the Lender after being informed of their substance, executed and delivered as part of the Purchase Agreement;
(3) an Officer's Certificate of Chautauqua, dated as of the Financial Closing Date stating that: (i) its representations and warranties contained in Section 3 are true and accurate on and as of the Financial Closing Date (unless such representation and warranty shall have been made with reference to a specified date, in which case such representation and warranty shall be true and accurate as of such specified date); (ii) all covenants and conditions required to be performed or fulfilled by it under this Agreement prior to or on the Financial Closing Date have been performed or fulfilled; (iii) as of the Financial Closing Date, both before and after giving effect to the transactions contemplated by this Agreement, no Commitment Termination Event shall have occurred and be continuing; (iv) absent a Change in U.S. Tax Law, or being requested to do so by any appropriate Government Entity and subject to the receipt of an IRS form W8-EXP, it has no present intention to (and will not) withhold taxes on payments of interest on each Leveraged Leasing Loan and Loan A; and (v) no event has occurred and is continuing that constitutes a Material Adverse Change with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may requestChautauqua;
(xxi4) evidence a certificate of the payment in full Secretary or an Assistant Secretary of all Indebtedness under Chautauqua, dated as of the Existing Credit Facilities, together with Financial Closing Date (A) a termination and release agreement or deed of release (as applicable) with respect to each stating that the copy of the Existing Credit Facilities resolutions of the Board of Directors of Chautauqua (attached to the certificate) authorizing the execution, delivery and all related documents, duly executed by the applicable Loan Parties performance of this Agreement and the Existing Lendersother Loan Documents to which Chautauqua will be a party as contemplated by this Agreement is true and accurate, and that the resolutions thereby certified have not been amended, modified, revoked or rescinded; (B) a termination of security interest in intellectual property for each assignment for security recorded by stating that the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property copies of the Loan Partiescertificate of incorporation and by-laws of Chautauqua (which are attached to the certificate), are true and complete copies thereof and (C) UCC-3 termination statements for all UCC-1 financing statements filed by certifying to the Existing Lenders incumbency and covering any portion signature of the Collateralofficers of Chautauqua executing this Agreement;
(xxii5) copies the following executed legal opinions:
(A) an opinion of the Acquisition Documents and▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the extent requested by the Collateral AgentChautauqua, of the other Material Contracts as in effect on the Effective Date, certified as true form and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreementssubstance satisfactory to FINAME;
(xxiiiB) such other customary agreements, instruments, opinions an opinion of additional counsel to Chautauqua (including inside and other documents, each reasonably satisfactory to the Collateral Agent regulatory counsel) in form and substancesubstance satisfactory to FINAME;
(C) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special New York counsel to the Lender, in form and substance satisfactory to FINAME;
(D) an opinion of ▇▇▇▇▇▇▇▇ Neto-Advogados, Brazilian counsel to the Lender, in form and substance satisfactory to FINAME; and
(6) a copy of each Code-Share Agreement currently in effect, as listed on Schedule III, certified by the Collateral Agent may reasonably request.Secretary of Chautauqua
Appears in 2 contracts
Sources: Funding Agreement (Republic Airways Holdings Inc), Funding Agreement (Republic Airways Holdings Inc)
Delivery of Documents. The Collateral Agent Seller shall have received on delivered or before caused to be delivered to Purchaser the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Datefollowing documents:
(ia) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, any and all promissory notes required to be pledged thereundercertificates or other documentation evidencing the Interests in the possession of, accompanied by undated stock powers executed in blank and other proper instruments of transferor reasonably available to, Seller;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiib) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage assignment with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, Interests in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documentsProperty Owners in the form attached hereto as Exhibit A (collectively, the "Interest Assignments"), duly executed by the applicable Loan Parties Company Subsidiary and the Existing Lenders, (B) a termination any other required instruments of security interest in intellectual property for each assignment for security recorded transfer duly executed by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateralapplicable Property Owners;
(xxiic) copies a closing statement showing the Purchase Price, apportionments and fees, Closing Costs and any other costs and expenses paid in connection with the Closing (the "Closing Statement"), duly executed by Seller;
(d) proof of Seller's authority and authorization to enter into this Agreement and the transactions contemplated hereby, proof of each applicable Company Subsidiary's authority and authorization to enter into the Interest Assignment(s) and the transactions contemplated thereby and proof of the Acquisition Documents power and authority of the individual(s) executing or delivering any instruments, documents or certificates on behalf of Seller to act for and bind Seller and the applicable Company Subsidiary as may be reasonably required by Purchaser;
(e) a certificate, in form and substance as required under Section 1445 of the Code and the Treasury Regulations thereunder, stating that Seller is not a foreign Person; and
(f) such other documents, notices and instruments (including, without limitation, tax affidavits and filings, to the extent required) as may be reasonably requested by Purchaser or otherwise required in order to effectuate the Collateral Agent, provisions of this Agreement and the Closing of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requesttransactions contemplated hereby.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Select Income REIT), Purchase and Sale Agreement (Senior Housing Properties Trust)
Delivery of Documents. The Collateral Agent shall have received on or before At the Effective Date Closing, the following, each in form and substance reasonably satisfactory Company will deliver to the Collateral Agent and, unless indicated otherwiseBuyer the following documents:
2.1 A written opinion, dated on the Effective Closing Date:
(i) a Security Agreement, together withof counsel representing the Company, to the extent applicableeffect that the Company has been duly incorporated and is on the closing date validly existing as a corporation in good standing under the laws of the state of its incorporation; that the Company is duly qualified or licensed as a foreign corporation in all other states in which it does business; that the shares of capital stock delivered by Sellers to Buyer at the closing have been validly issued and are outstanding, the original stock certificates representing fully paid, and non-assessable, and constitute all of the Equity Interestsissued and outstanding shares of capital stock of the Company; that such counsel knows of no litigation, proceeding or investigation pending or threatened against the Company or Sellers which might result in any material adverse change in the business, properties or financial condition of the Company or which questions the validity of this Agreement or of any action taken or to be taken pursuant to or in connection with the provisions of this Agreement, other than as represented elsewhere in this Agreement; and that to the knowledge of such counsel the sale, transfer, assignment and delivery by Sellers to Buyer of the Stock pursuant to this Agreement will vest in Buyer all rights, title and interest in and to such Stock free and clear of all liens, encumbrances, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;equities.
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office 2.2 Such additional copies or offices as may be necessary or, in the opinion duplicate originals of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other above described documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect documents, undertakings and assurances as Buyer shall reasonably require, all of which documents, undertakings and assurances shall be delivered to the business and operations Buyer sufficiently in advance of the Loan Parties Closing Date, as the Collateral Agent may Buyer shall reasonably requestrequire, in each case, where reasonably requested by the Collateral Agent, with such endorsements so as to the named insureds or loss payees thereunder as the Collateral Agent may request permit adequate inspection and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payeeexamination thereof, together with evidence all of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related which documents, duly executed by the applicable Loan Parties undertakings and the Existing Lenders, (B) a termination of security interest assurances shall be in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably form satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestcounsel to Buyer.
Appears in 2 contracts
Sources: Acquisition Agreement (Pipeline Data Inc), Acquisition Agreement (Pipeline Data Inc)
Delivery of Documents. The Collateral Agent CIT shall have received on or before the First Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent CIT and, unless indicated otherwise, dated the First Amendment Effective Date:
(i) a Security Agreement, together with, to counterparts of this Amendment which bear the extent applicable, the original stock certificates representing all signatures of the Equity Interests, Company and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferCIT;
(ii) a UCC Filing Authorization Lettercertificate of an Executive Officer, together with certifying (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion that attached thereto are complete and correct copies of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Asset Purchase Agreement and all other Protective Acquisition Documents, (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) that attached thereto is a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Company authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party the Company of each Loan Document to which such Loan Party is or will be a party this Amendment, and the execution and delivery performance of the other documents to be delivered Financing Agreement as amended by such Person in connection herewith and therewith;
this Amendment, (viiiC) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party the Company authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewiththis Amendment, together with evidence of the incumbency of such authorized officers/directors/representatives, (D) that the charter and by-laws of the Company have not been amended or otherwise modified since the Restatement Effective Date and that the copies thereof previously delivered to CIT are true, correct and complete, and (E) that all conditions to the effectiveness of the purchase of the Protective Assets have been satisfied;
(xiii) a certificate satisfactory evidence that no less than $105,000 in trust fund liabilities of Sterling Heights Protection Agency, Inc. has been paid (the "Initial Payment") to the Department of Treasury, Internal Revenue Service (the "IRS"), which Initial Payment shall partially satisfy obligations owing to the IRS totaling approximately $188,000 as of the appropriate official(s) of date hereof (the jurisdiction of organization and, except to difference between the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, Initial Payment and the payment of taxes by, such Loan Party in such jurisdictionstotal obligations being hereinafter referred to as the "IRS Balance");
(xiiv) a true satisfactory evidence that taxes in an amount equal to no less than $150,000 upon the Seller and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior payable to the Effective Date by an appropriate official State of Florida in respect of outstanding sales tax liabilities of Seller or Sterling Heights Protection Agency for the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionperiods June 2004 through May 2006 have been paid;
(xiiv) a fully executed copy of that certain Factoring and Security Agreement, dated on or about the date hereof (the "New Factoring Agreement"), by and between Seller and Florida Corporate Funding, Inc. (the "Factor"), which New Factoring Agreement shall provide, among other things, a satisfactory collateral description;
(vi) a copy of that certain UCC-1 filed against the Governing Documents of each Loan PartySeller and naming the Factor as the secured party, together with all amendments theretowhich UCC-1 statement shall provide, certified as of the Effective Date by an Authorized Officer of such Loan Partyamong other things, a satisfactory collateral description;
(xiiivii) an opinion UCC termination statements, amendments, releases of ▇▇▇▇▇ Lovells, counsel to security interests and other instruments or documentation evidencing the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds termination or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release amendment (as applicable) with respect to of each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;lien described on Exhibit A attached hereto; and
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiiviii) such other customary agreements, instruments, opinions instruments and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral Agent CIT may reasonably requestrequest from the Company.
Appears in 2 contracts
Sources: Financing Agreement (Command Security Corp), Financing Agreement (Command Security Corp)
Delivery of Documents. The Collateral Agent following documents, shall have received on been delivered to Purchaser:
(A) this Agreement, ▇▇▇▇ completed and executed by each of the parties hereto;
(B) the Fee Letter, ▇▇▇▇ completed and executed by each of the parties thereto;
(C) the Custodial Agreement, ▇▇▇▇ completed and executed by each of the parties thereto;
(D) the Account Control Agreement, ▇▇▇▇ completed and executed by each of the parties thereto;
(E) the Guaranty, ▇▇▇▇ completed and executed by each of the parties thereto;
(F) the Servicing Agreement, ▇▇▇▇ completed and executed by each of the parties thereto;
(G) the Servicer Letter, ▇▇▇▇ completed and executed by each of the parties thereto;
(H) the Pledge Agreement, ▇▇▇▇ completed and executed by each of the parties thereto;
(I) reserved;
(J) any and all consents and waivers applicable to Seller or before to the Effective Date Purchased Assets;
(K) a power of attorney from Seller substantially in the followingform of Exhibit IV hereto, each duly completed and executed;
(L) a UCC financing statement for filing in the UCC Filing Jurisdiction of Seller, naming Seller as “Debtor” and Purchaser as “Secured Party” and describing as “Collateral” “All assets of Seller, whether now owned or existing or hereafter acquired or arising and wheresoever located, and all proceeds and all products thereof” (the “Seller Financing Statement”);
(M) a UCC financing statement for filing in the UCC Filing Jurisdiction of Originator, naming Originator as “Debtor” and Purchaser as “Secured Party” and describing as “Collateral” all of the items set forth in the definition of Pledged Collateral (the “Originator Financing Statement”);
(N) opinions of outside counsel to the Seller Parties in form and substance reasonably satisfactory acceptable to the Collateral Agent andPurchaser (including, unless indicated otherwisebut not limited to, dated the Effective Date:
(i) a Security Agreementthose relating to corporate matters, together withenforceability, to the extent applicable, the original stock certificates representing all applicability of the Equity InterestsInvestment Company Act of 1940, security interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferBankruptcy Code safe harbors);
(iiO) for each Seller Party, a UCC Filing Authorization Letter, together with good standing certificate dated within twenty (A20) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory calendar days prior to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent Closing Date, certified true, correct and each Mortgage;
(iii) certified complete copies of request for organizational documents and certified true, correct and complete copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred resolutions (or similar authority documents) with respect to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the Transaction Documents and each other documents document to be delivered by such Person party from time to time in connection herewith and therewith;herewith; and
(viiiP) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties further documents and documentation as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestPurchaser shall require.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.), Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.)
Delivery of Documents. The Collateral undersigned hereby agrees that the following documents shall be delivered to the Administrative Agent shall have received on or before the Effective Date the followingconcurrently with this Joinder Agreement, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateAdministrative Agent:
(ia) a Security Agreement, together with, legal opinion of counsel to the extent applicableBorrower and its Subsidiaries with respect to the New Guarantor, in the original stock certificates representing all of form attached as Exhibit M to the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferCredit Agreement;
(b) copies, certified by a duly authorized officer of the undersigned to be true and complete as of the date hereof, of each of (i) the charter or other formation documents of the undersigned as in effect on the date hereof, (ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office the by-laws or offices as may be necessary or, in the opinion other constitutive documents of the Collateral Agentundersigned as in effect on the date hereof, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as the Board of Directors or a committee or similar governing entity of the Effective Date by an Authorized Officer thereof, undersigned authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of this Joinder Agreement, the other documents to be delivered by such Person executed in connection herewith and therewiththe undersigned’s performance of all of the transactions contemplated hereby, and (iv) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the undersigned’s name and on its behalf, each of this Joinder Agreement, and to give notices and to take other action on its behalf under Credit Agreement;
(viiic) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures certificates of the representatives Secretary of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence State of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the [Insert jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as organization] of a recent date not more than 30 days prior to the Effective Date as to the subsistence in undersigned’s good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsvalid existence;
(xid) a true and complete copy certificate(s) of the charter, certificate an appropriate official of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as [Insert jurisdiction(s)] of a recent date not more than 30 days prior as to the Effective Date undersigned’s foreign qualification to do business in such jurisdiction(s); and
(e) such other documents as the Administrative Agent may reasonably request. This Joinder Agreement shall be governed by an appropriate official and construed in accordance with the laws of the jurisdiction State of organization California. Very truly yours, [INSERT NAME OF NEW GUARANTOR] Name: Title: [New Guarantor’s Address and Facsimile for purposes of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy Section 9.1 of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of Credit Agreement]: Accepted and Agreed: ▇▇▇▇▇ LovellsFARGO BANK, counsel to the Loan PartiesNATIONAL ASSOCIATION, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Administrative Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.Name: Title:
Appears in 2 contracts
Sources: Credit Agreement (Simpson Manufacturing Co Inc /Ca/), Credit Agreement (Simpson Manufacturing Co Inc /Ca/)
Delivery of Documents. The Collateral Agent shall Credit Parties will have received on or before delivered to the Effective Date the followingLender, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateLender:
(i) a duly executed copies of this Agreement and the Security Agreement, together with, Documents subject to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed provisions in blank and other proper instruments of transferSchedule 6.3;
(ii) a UCC Filing Authorization Letter, together pro-forma Compliance Certificate confirming compliance with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgagefinancial covenants;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such LiensPerfection Certificate;
(iv) the Collateral Assignment, duly executed by copies of all subordination agreements with respect to the BuyerSubordinated Debt, if applicable;
(v) a duly certified copy of the Intercompany Subordination Agreementconstating documents and by-laws of each of the Credit Parties certified by a senior officer of the relevant Credit Party, duly executed accompanied by good standing or equivalent certificates issued by the appropriate governmental body of each Loan Credit Party’s jurisdiction of incorporation and principal place of business;
(vi) a duly certified copy of a resolution or resolutions of the Flow board of Funds Agreementdirectors of each Credit Party relating to the authority of each Credit Party to execute and deliver and perform its obligations under the Credit Documents to which it is a party and all other instruments, duly agreements, certificates and other documents provided for or contemplated by the said Credit Documents and the manner in which and by whom the foregoing documents are to be executed and delivered, certified by each party; theretoa senior officer of the relevant Credit Party;
(vii) a copy certificate of each Credit Party setting forth specimen signatures of the resolutions of each Loan Party, certified as of individuals authorized to sign on its behalf the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Credit Documents to which such Loan Party it is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution instruments, agreements, certificates and delivery of the other documents to be delivered provided for or contemplated by such Person in connection herewith and therewiththe said Credit Documents;
(viii) a Perfection Certificate, duly executed by all consents for the parties theretotransactions contemplated in the Credit Documents will have been obtained;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying standard indemnity documentation used by the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party Lender in connection herewith with the issuance of LCs and therewithLGs, together with evidence of the incumbency of such authorized officers/directors/representativesas required;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsstandard account documentation;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior legal opinions from counsel to the Effective Date by an appropriate official of Credit Parties and counsel to the jurisdiction of organization of Lender relating to such Loan Party which shall set forth matters as the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;Lender may reasonably require; and
(xii) a copy of the Governing Documents of each Loan Partysuch certificates, together with all amendments theretoauthorizations, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovellsresolutions, counsel to the Loan Partiessearch reports, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, legal opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral Agent Lender may reasonably requestrequire.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (DAVIDsTEA Inc.)
Delivery of Documents. The Collateral Agent Borrower shall have received on delivered, or before caused to be delivered, to the Effective Date Bank the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security this Agreement, together with, to the extent applicable, the original stock certificates representing all Note and each of the Equity Interests, and other Loan Documents all promissory notes required to be pledged thereunder, accompanied properly executed by undated stock powers executed in blank and other proper instruments Responsible Officers of transferthe Obligors;
(ii) a UCC Filing Authorization Letter, together with certified copies of (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion resolutions of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and Borrower’s board of director’s (Bor equivalent governing body) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of this Agreement, the Note to be issued hereunder and each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents Loan Documents required to be delivered by any Section hereof, (B) the Borrower’s articles of incorporation and by-laws and (C) the Borrower’s certification of good standing issued by the Secretary of State of the jurisdiction of its incorporation which shall be dated no earlier than sixty (60) days from the Closing Date;
(iii) an incumbency certificate identifying all persons authorized to sign on the Borrower’s behalf, with specimen signatures;
(iv) such Person financial statements, reports, certifications and other operational information as the Bank may reasonably require, satisfactory in connection herewith all respects to the Bank, including but not limited to the most recent: (A) quarterly accounts receivable aging report, (B) quarterly inventory report, (C) internally prepared quarterly financial statement, (D) audited financial statement for the prior year and therewith(E) field examination report;
(v) payment by the Borrower of all fees including, without limitation, associated with the Loan;
(vi) a fully executed pay-off letter, confirming that the repayment in full of, and the termination of any commitments to make extensions of credit under, all of the outstanding indebtedness owing to the Refinanced Lender, including satisfactory language that upon payment of the amount listed therein that the Refinanced Lender shall terminate or grant necessary authority to terminate and release all of its financings statements, mortgages, assignments of leases and rents, security interests in all assets and other instruments in order to release all of the assets of the Borrower, including the Collateral;
(vii) subordination agreement in the form attached hereto as Exhibit F providing for the subordination of the outstanding loan by the Borrower to the referenced subordinating creditor;
(viii) a Perfection Certificate, duly executed by the parties thereto;searches and certificates required under Section 4; and
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestBank.
Appears in 2 contracts
Sources: Loan and Security Agreement (Precision Aerospace Components, Inc.), Loan and Security Agreement (Precision Aerospace Components, Inc.)
Delivery of Documents. a. The Collateral Agent shall have received on Fund has furnished or before the Effective Date the following, each in form and substance reasonably satisfactory will furnish to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified Sub-Adviser copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities following documents:
i. the Agreement and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination Declaration of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property Trust of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts Fund as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer date hereof;
ii. the By-Laws of the Administrative Borrower, together with a certificate of an Authorized Officer Fund in effect on the date hereof;
iii. the resolutions of the Administrative Borrower stating that such agreements remain in full force and effect and that none Board approving the engagement of the Loan Parties has breached or defaulted in any Sub-Adviser as a sub-adviser for the Allocated Portion and approving the form of its obligations under such agreementsthis Agreement;
iv. the Code of Ethics (xxiiias defined below) of the Fund as currently in effect; and
v. current copies of the Fund’s Prospectus and Statement of Additional Information. The Fund shall furnish the Sub-Adviser from time to time with copies of all material amendments of or material supplements to the foregoing, if any.
b. The Sub-Adviser has furnished or will furnish the Fund and the Investment Manager with copies of each of the following documents:
i. the Sub-Adviser’s most recent Form ADV;
ii. upon reasonable request of the Investment Manager or the Fund, the Sub-Adviser’s most recent balance sheet or, at the option of the Sub-Adviser, such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory information that adequately informs the Board of the financial condition of the Sub-Adviser;
iii. separate lists of persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to the Collateral Agent Custodian and accounting agent of the Fund’s assets;
iv. the Code of Ethics (defined below) of the Sub-Adviser as currently in form effect;
v. the Sub-Adviser’s proxy voting policies as currently in effect;
vi. the Sub-Adviser’s pricing and substancevaluation procedures as currently in effect;
vii. any exemptive order granted to the Sub-Adviser by the Securities and Exchange Commission (the “SEC”) or any other regulatory body that will be relied upon by the Sub-Adviser in connection with its services to the Fund; and
viii. complete and accurate copies of any compliance manuals, trading reports and such other management or operational documents as the Collateral Agent Investment Manager may reasonably requestrequest in writing (on behalf of itself or the Board) in assessing the Sub-Adviser. The Sub-Adviser shall use commercially reasonable efforts to furnish the Fund and the Investment Manager from time to time with copies of all amendments of or supplements to the Sub-Adviser’s pricing and valuation procedures prior to such amendments or supplements becoming effective. With respect to the other documents requested above, the Sub-Adviser shall use commercially reasonable efforts to furnish the Fund and the Investment Manager from time to time with copies of all material amendments of or material supplements to the foregoing, if any, within thirty (30) days of the time such materials became available to the Sub-Adviser. Additionally, the Sub-Adviser shall provide to the Fund and the Investment Manager such other documents relating to its services under this Agreement as the Fund or the Investment Manager may reasonably request on a periodic basis.
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (Cliffwater Corporate Lending Fund), Investment Sub Advisory Agreement (Cliffwater Corporate Lending Fund)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date received, each of the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated on or before the Amendment Effective Date:
(i) a Security Agreementcounterparts of this Amendment, together with, to duly executed by the extent applicableLoan Parties, the original stock certificates representing all of Agents, the Equity Interests, L/C Issuer and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferthe Lenders;
(ii) a UCC Filing Authorization Letterduly executed Notice of Borrowing, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion pursuant to Section 2.02 of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageFinancing Agreement;
(iii) certified the First Amendment Fee Letter, duly executed by each of the parties thereto;
(iv) copies of request for copies of information on Form UCC-11UCC, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its propertysearch results with respect to each Loan Party, which results, except as otherwise agreed to in writing by the Collateral Agent, search results shall not show reflect any such Liens other than Permitted Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Amendment Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, including, without limitation, the borrowing of the Additional Loan, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(vi) a certificate of an Authorized Officer of each Loan Party, in form and substance reasonably satisfactory to the Collateral Agent, confirming that the Governing Documents of such Loan Party have not been amended, supplemented or otherwise modified since the most recent date on which certified copies of the organizational documents of such Loan Party were delivered to the Collateral Agent;
(vii) a certificate of appropriate official(s) of the state of organization of each Loan Party certifying as to the subsistence in good standing of such Loan Party in such state, dated as of a recent date prior to the Amendment Effective Date;
(viii) a Perfection Certificateopinions of ▇▇▇▇▇▇▇ ▇▇▇▇ Slate ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, duly executed by counsel to the parties theretoLoan Parties, in form and substance reasonably satisfactory to the Collateral Agent;
(ix) a certificate of an Authorized Officer of each Loan Party, Party certifying as to the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party matters set forth in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representativessubsection (a) hereof;
(x) a certificate of the appropriate official(s) chief financial officer of the jurisdiction of organization andParent, except setting forth in reasonable detail the calculations required to establish compliance, on a pro forma basis after giving effect to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse EffectAdditional Loans, with each jurisdiction of foreign qualification the financial covenants contained in Section 7.03 of each Loan Party certifying the Financing Agreement as of a recent date not more than 30 days prior to the Effective Date as to most recently-ended Fiscal Quarter of the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsParties;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings the Parent, certifying as to the solvency of the Borrowers (Loan Parties, taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents ; and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Sources: Financing Agreement, Financing Agreement (Builders FirstSource, Inc.)
Delivery of Documents. The Collateral Agent shall have received on or before a. At the Effective Date Closing, the following, each in form and substance reasonably satisfactory Company will deliver to the Collateral Agent and, unless indicated otherwise, dated Buyer the Effective Datefollowing documents:
(i) a Security AgreementA written opinion, together withdated on the Closing Date, of counsel representing the Company, to the extent applicableeffect that the Company has been duly incorporated and is on the closing date validly existing as a corporation in goof standing under the laws of the state of its incorporation; that the Company is duly qualified or licensed as a foreign corporation in all other states in which it does business; that the shares of capital stock delivered by Sellers to Buyer at the Closing have been validly issued and are outstanding, the original stock certificates representing fully paid, and non-assessable, and constitute all of the Equity Interestsissued and outstanding shares of capital stock of the Company; that such counsel knows of no litigation, proceeding or investigation pending or threatened against the Company or Sellers which might result in any material adverse change in the business, properties or financial condition of the Company or which questions the validity of this Agreement or of any action taken pursuant to or in connection with the provisions of this Agreement, other than as represented elsewhere in this Agreement' and that to the knowledge of such counsel the sale, transfer, assignment and delivery by Sellers to Buyer of the Stock pursuant to this Agreement will vest in Buyer all rights, title and interest in and to such Stock tree and clear of all liens, encumbrances, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;equities.
(ii) a UCC Filing Authorization LetterA written confirmation dated the Closing Date, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in by the opinion accountant who reviewed any and all of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent financial statements of the filing Company and who most recently examined the books and records of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;Company.
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any A certificate of the Collateral (other than Permitted Liens) Chief Executive Officer and the results Chief Financial Officer of searches for the Company, dated the Closing Date certifying to the best of his knowledge, in reasonable detail as Buyer may request on and as of said date, to the fulfillment, as of the Closing Date, of each and every one of the conditions precedent to the closing set forth in Paragraph 5 hereof, and specifically setting forth each and every change, amendment, modification, omission or addition to any tax Lien provision hereof or schedule annexed hereto or furnished thereunder, necessary to render each and judgment Lien filed against such Person every one of the provisions hereof or its property, which results, except as otherwise agreed to schedules annexed hereto correct and accurate in writing by the Collateral Agent, shall material respects and not show any such Liens;materially false or misleading.
(iv) Such additional copies or duplicate originals of the Collateral Assignmentabove described documents and such other documents, duly executed by undertakings and assurances as Buyer shall reasonably require, all of which documents, undertakings and assurances shall be delivered to Buyer sufficiently in advance of the Closing Date, as Buyer shall reasonably require, so as to permit adequate inspection and examination thereof, all of which documents, undertakings and assurances shall be in form satisfactory to counsel to Buyer;.
b. At the Closing, Buyer will deliver to each Seller the following:
(vi) the Intercompany Subordination AgreementA written opinion of counsel to Buyer, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified dated as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents andClosing, to the extent requested by the Collateral Agent, effect of the other Material Contracts as representations of Buyer and the Majority Stockholders in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestSection 2 hereof.
Appears in 2 contracts
Sources: Acquisition Agreement (Beacon Light Holding Corp/Ct), Acquisition Agreement (Beacon Light Holding Corp/Ct)
Delivery of Documents. The Collateral Agent Lender shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Lender and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security this Agreement, together with, to the extent applicable, the original stock certificates representing all duly executed by each of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferparties thereto;
(ii) a UCC Filing Authorization Lettereach Security Document, together with duly executed by the applicable Loan Party and each other Person to be party thereto;
(Aiii) appropriate financing statements in form appropriate for filing (on Form UCC-1, duly filed UCC-1 or otherwise) in such office or offices as may be necessary or, in the opinion sole discretion of the Collateral AgentLender, desirable to perfect the security interests purported to be created by each Security Agreement and Document (Bto the extent such security interest can be perfected by the filing of such financing statements);
(iv) evidence reasonably satisfactory the delivery to the Collateral Agent (or its designee) of any certificates evidencing Equity Interests in each Loan Party (other than the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageParent), together with appropriate endorsements;
(iiiv) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens, judgment Lien Liens, bankruptcy filings or other court proceedings, as the Lender shall have reasonably requested, filed against such Person or naming any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Lender) or bankruptcy filings or other court proceedings (other than court proceedings acceptable to Lender);
(ivvi) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreementa Perfection Certificate, duly executed by each Loan PartyParty and completed in a manner reasonably satisfactory to the Lender;
(vivii) the Flow of Funds Agreement, duly executed by each party; theretoMemorandum;
(viiviii) the Warrants (contemporaneously with the closing on the Effective Date);
(ix) the Senior Lender Intercreditor Agreement;
(x) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents and the other Transactions to which such Loan Party is or will be a party, party and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxi) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives Officers of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representativesOfficers;
(xxii) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party Party, other than in the case of the English Borrower and the Irish Borrower, certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment or qualification of taxes by, such Loan Party in such jurisdictions;
(xixiii) a true and complete copy of the chartercharter or bye-laws, certificate of formationformation or incorporation, certificate of limited partnership or other publicly filed organizational document Governing Document of each Loan Party (as applicable), other than in the case of the Irish Borrower, certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionjurisdiction and it is common practice in such jurisdiction for such document to contain the organizational number;
(xiixiv) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiixv) an opinion of ▇▇▇▇▇▇ LovellsLLP counsel to the Loan Parties as to such matters as the Lender may reasonably request;
(xvi) a capacity opinion of ▇▇▇▇▇▇ (UK) LLP counsel to the Loan Parties;
(xvii) an enforceability opinion of TLT LLP counsel to the Lender;
(xviii) an opinion of ▇▇▇▇▇▇▇ ▇▇ counsel to the Loan Parties as to such matters as the Lender may reasonably request;
(xix) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, counsel to the Loan Parties as to such matters as the Lender may reasonably request;
(xx) a capacity opinion of A&L Goodbody, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xivxxi) [Intentionally Omitted].
(xv) [Intentionally Omitted].an enforceability opinion of ▇▇▇▇▇▇▇▇, counsel to the Lender;
(xvi) [Intentionally Omitted].
(xviixxii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b4.01(b), (e), (f) and (g);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixxxiii) a certificate of the chief principal financial or accounting officer of Funko Holdings the Parent, certifying as to the solvency of the Borrowers (Loan Parties taken as a whole)whole after giving effect to the Transactions, which certificate shall be reasonably satisfactory in form and substance reasonably acceptable to the Collateral AgentLender;
(xxxxiv) evidence of the insurance coverage required by Section 7.01 5.21 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably requestDocument, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds insured or lender loss payees thereunder as the Collateral Agent Lender may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent Lender and each such named insured or lender loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent Lender may reasonably request;
(xxixxv) evidence certificates of an Officer of each Borrower, certifying the names and true signatures of the payment in full persons that are authorized to provide Notices of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Borrowing and all related documents, duly executed by the applicable Loan Parties other notices under this Agreement and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the other Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralDocuments;
(xxiixxvi) copies the consolidated financial statements of the Acquisition Documents and, Parent referred to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true Section 5.14(a) and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements(b);
(xxiiixxvii) the Projections referred to in Section 5.14(c); and
(xxviii) such other customary agreements, instruments, opinions approvals, and other documents, each reasonably satisfactory to the Collateral Agent Lender in form and substance, as the Collateral Agent Lender may reasonably requestrequest in advance, including in respect of any “know-your-customer” requirements, Anti-Money Laundering Laws and Anti-Corruption Laws.
Appears in 2 contracts
Sources: Credit Agreement (Roivant Sciences Ltd.), Credit Agreement (Roivant Sciences Ltd.)
Delivery of Documents. The Collateral Agent following documents, shall have received on been delivered to Purchaser:
(A) this Agreement, duly completed and executed by each of the parties hereto;
(B) the Fee Letter, duly completed and executed by each of the parties thereto;
(C) the Custodial Agreement, duly completed and executed by each of the parties thereto;
(D) the Account Control Agreement, duly completed and executed by each of the parties thereto;
(E) the Guaranty, duly completed and executed by each of the parties thereto;
(F) the Servicing Agreement, duly completed and executed by each of the parties thereto;
(G) the Servicer Letter, duly completed and executed by each of the parties thereto;
(H) [reserved];
(I) [reserved];
(J) any and all consents and waivers applicable to Seller or before to the Effective Date Purchased Assets;
(K) a power of attorney from Seller substantially in the followingform of Exhibit IV hereto, each duly completed and executed; provided that Purchaser shall not utilize such power of attorney unless an Event of Default has occurred and is continuing;
(L) a UCC financing statement for filing in the UCC Filing Jurisdiction, naming Seller as “Debtor” and Purchaser as “Secured Party” and describing as “Collateral” “All assets of Seller, whether now owned or existing or hereafter acquired or arising and wheresoever located, and all proceeds and all products thereof” (the “UCC Financing Statement”);
(M) [reserved];
(N) opinions of outside counsel to the Seller Parties in form and substance reasonably satisfactory acceptable to the Collateral Agent andPurchaser (including, unless indicated otherwisebut not limited to, dated the Effective Date:
(i) a Security Agreementthose relating to corporate matters, together withenforceability, to the extent applicable, the original stock certificates representing all applicability of the Equity InterestsInvestment Company Act of 1940, security interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferBankruptcy Code safe harbors);
(iiO) for each Seller Party, a UCC Filing Authorization Letter, together with good standing certificate dated within fourteen (A14) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory calendar days prior to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent Closing Date, certified true, correct and each Mortgage;
(iii) certified complete copies of request for organizational documents and certified true, correct and complete copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred resolutions (or similar authority documents) with respect to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the Transaction Documents and each other documents document to be delivered by such Person party from time to time in connection herewith and therewith;herewith; and
(viiiP) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties further documents and documentation as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestPurchaser shall require.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Claros Mortgage Trust, Inc.), Master Repurchase Agreement (Claros Mortgage Trust, Inc.)
Delivery of Documents. The Collateral Agent Agents shall have received on or before the Second Amendment Effective Date the followingDate, each of the following documents, in form and substance reasonably satisfactory to the Collateral Agent Agents:
(i) counterparts to this Amendment signed by each of the Loan Parties, the Lenders and the Agents, and, unless indicated otherwise, dated the Second Amendment Effective Date:
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1Deed of Trust, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created executed by each Security Agreement and (B) evidence reasonably satisfactory Borrower with respect to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageEl Paso Plant;
(iii) certified copies a pro forma Title Insurance Policy with respect to the Deed of request for copies of information Trust on Form UCC-11the El Paso Plant, listing all effective financing statements which name dated as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such LiensSecond Amendment Effective Date;
(iv) a copy of an opinion of (A) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower, as to such matters as the Agents may request, and (B) ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, local Texas counsel to the Borrower, with respect to such matters pertaining to the Deed of Trust described in clause (ii) above as the Collateral Assignment, duly executed by the BuyerAgent may reasonably request;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Partythe Borrower, certified as of the Second Amendment Effective Date by an Authorized Officer authorized officer thereof, authorizing (A) the borrowings hereunder $10,000,000 increase in the Revolving B Credit Commitment and the incurrence of indebtedness in connection therewith and the transactions contemplated by the Loan Documents to which such Loan Party Person is or will be a party, and (B) the execution, delivery and performance by each such Person of this Amendment and the other Loan Party of each Loan Document Documents to be executed and delivered pursuant hereto to which such Loan Party Person is or will be a party party, and the execution and delivery performance of the other documents to be delivered by such Person in connection herewith and therewithFinancing Agreement, as amended;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixvi) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures authorized officer of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, Borrower certifying as to the matters set forth in subsection (b) of this Section 5.01(b);5; and
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiivii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral any Agent may reasonably requestrequest from the Borrower.
Appears in 2 contracts
Sources: Financing Agreement (Eagle Family Foods Inc), Financing Agreement (Eagle Family Foods Inc)
Delivery of Documents. The Collateral Agent At the Closing, the Company will deliver to the Buyer the following documents:
A. A written opinion, dated on the Closing Date, of counsel representing the Company, in the form of Schedule G hereto, to the effect that the Company has been duly incorporated and is on the closing date validly existing as a corporation in good standing under the laws of the state of its incorporation; that the Company is duly qualified or licenses as a foreign corporation in all other states in which it does business; that the shares of capital stock delivered by Seller to Buyer at the closing have been validly issued and are outstanding, fully paid, and non-assessable, and constitute all of the issued and outstanding shares of capital stock of the Company; that such counsel knows of no litigation, proceeding or investigations pending or threatened against the Company or Seller which might result in any material adverse change in the validity of this Agreement or of any action taken or to be taken pursuant to or in connection with the provisions of this Agreement, other than as represented elsewhere in this Agreement; and that to thee knowledge of such counsel the sale, transfer, assignment and delivery by Seller to Buyer of the Stock pursuant to this Agreement will vest in buyer all rights, title and interest in and to such Stock free and clear of all liens, encumbrances, and equities.
B. A written confirmation dated the Closing Date, by the Accountant who reviewed any and all of the financial statements of the Company and who most recently examined the books and records of the Company in the form of Schedule H hereto.
C. A certificate of the Chief Operating Officer and the Chief Financial Officer of the Company, dated the Closing Date certifying to the best of his knowledge, in reasonable detail as buyer may request on and as of said date, to the fulfillment, as of the Closing Date, of each and every one of the conditions precedent to the closing set forth in paragraph E hereof to the extent required thereby.
D. Such additional copies or duplicate originals of the above described documents and such other documents, undertakings and assurances as Buyer shall have received on or before reasonably require, all of which documents, undertakings and assurances shall be delivered to Buyer sufficiently in advance of the Effective Date the followingClosing Date, each as Buyer shall reasonably require, so as to permit adequate inspect8ion and examination thereof, all of which documents undertakings and assurances shall be in form and substance reasonably satisfactory to counsel to Buyer. At the Collateral Agent andClosing, unless indicated otherwiseBuyer will deliver to each Seller the following:
E. A written opinion of counsel to Buyer, dated as of the Effective Date:
(i) a Security Agreement, together withClosing, to the extent applicable, the original stock certificates representing all effect of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments representations of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) Buyer and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth Majority Stockholders in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) B hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Sources: Acquisition Agreement (Interactive Multimedia Network Inc /), Acquisition Agreement (Interactive Multimedia Network Inc /)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, duly executed by the Borrower, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) the Pledge Agreement, duly executed by the Borrower and Motorcar Mexico;
(iii) a UCC Filing Authorization Letter, duly executed by the Borrower, together with (A) appropriate financing statements on Form UCC-1, UCC-1 in duly filed in such office or offices completed form as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and each Mortgage and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgagestatements;
(iiiiv) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (iiiii) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens, other than Permitted Liens or Liens to be discharged prior to or on the Effective Date;
(ivv) the Collateral Assignmenta Perfection Certificate, duly executed by the BuyerBorrower and completed in a manner satisfactory to the Collateral Agent;
(vvi) the Intercompany Subordination AgreementFee Letter, duly executed by each Loan Partythe Borrower;
(vivii) the Flow of Funds Agreement, duly executed by each party; party thereto;
(viiviii) the Intercompany Subordination Agreement, duly executed by the Borrower and its Subsidiaries;
(ix) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixx) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxi) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and and, to the extent obtainable with the use of commercially reasonable efforts, the payment of taxes by, such Loan Party in such jurisdictions;
(xixii) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 45 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiixiii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiixiv) an opinion of ▇▇▇▇▇▇ Lovells& ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and an opinion of ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ y Pareyon, S.C., Mexican counsel to the Loan Parties, in each case, as to such customary matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiixvi) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate ParentBorrower;
(xixxvii) a certificate of the chief financial officer of Funko Holdings each Loan Party, certifying as to the solvency of such Loan Party, after giving effect to the Borrowers (taken as a whole)consummation of the Transactions on the Effective Date, which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxviii) a certificate of the chief financial officer of the Borrower certifying that all Federal and material state and local tax returns and other material reports required to be filed by the Loan Parties have been filed and all taxes in an aggregate amount in excess of $250,000 imposed on the Loan Parties or their properties, assets, and income (including real property taxes and payroll taxes) which have become due and payable on or prior to the Effective Date have been paid;
(xix) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent Agents may reasonably request, in each case, where reasonably requested by the Collateral AgentAgents and subject to Section 5.03(d), with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent Agents may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent Agents may request;
(xx) a certificate of an Authorized Officer of the Borrower, certifying the names and true signatures of the persons that are authorized to provide Notices of Borrowing, Eurodollar Notices, Letter of Credit Applications and all other notices under this Agreement and the other Loan Documents;
(xxi) evidence copies of each of the payment Factoring Agreements listed on Schedule 1.01(C) and the Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Borrower, together with a certificate of an Authorized Officer of the Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxii) evidence that, upon the funding of the Loans on the Effective Date, all Indebtedness under the Existing Credit FacilitiesFacility will have been paid in full, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders or their agent at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders or their agent and covering any portion of the Collateral;
(xxiixxiii) copies all Cash Management Agreements that, in the reasonable judgment of the Acquisition Agents, are required for the Loan Parties to comply with the Loan Documents and, to the extent requested by the Collateral Agent, as of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of each duly executed by, in addition to the Administrative Borrowerapplicable Loan Party, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;applicable financial institution; and
(xxiiixxiv) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 2 contracts
Sources: Financing Agreement (Motorcar Parts America Inc), Financing Agreement (Motorcar Parts America Inc)
Delivery of Documents. The Collateral Agent following documents, shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory been delivered to the Collateral Agent and, unless indicated otherwise, dated the Effective DateBuyer:
(iA) a Security this Agreement, together with, to the extent applicable, the original stock certificates representing all ▇▇▇▇ completed and executed by each of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferparties hereto;
(iiB) the Fee Letter, ▇▇▇▇ completed and executed by each of the parties thereto;
(C) the Exit Fee Side Letter, duly completed and executed by each of the parties thereto;
(D) the Custodial Agreement, ▇▇▇▇ completed and executed by each of the parties thereto;
(E) the Account Control Agreement, ▇▇▇▇ completed and executed by each of the parties thereto;
(F) the Guaranty, ▇▇▇▇ completed and executed by each of the parties thereto;
(G) the Servicing Agreement, duly completed and executed by each of the parties thereto;
(H) the Servicer Letter, ▇▇▇▇ completed and executed by each of the parties thereto;
(I) any and all consents and waivers applicable to Seller;
(J) a power of attorney from Seller substantially in the form of Exhibit V hereto, ▇▇▇▇ completed and executed;
(K) a UCC financing statement for filing in the UCC Filing Authorization LetterJurisdiction of Seller, naming Seller as “Debtor” and Buyer as “Secured Party” and describing as “Collateral” “all assets of the debtor whether now owned or existing or hereafter acquired or arising and wheresoever located, including all accessions thereto and products and proceeds thereof” (the “UCC Financing Statement”), together with (A) appropriate financing statements on Form UCC-1, duly filed in such office any other documents necessary or offices as may be necessary or, in the opinion of the Collateral Agent, desirable reasonably requested by ▇▇▇▇▇ to perfect the security interests purported to be created granted by each Security Seller in favor of Buyer under this Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgageor any other Transaction Document;
(iiiL) opinions of outside counsel to Seller Parties reasonably acceptable to Buyer (including, but not limited to, those relating to enforceability, corporate matters, applicability of the Investment Company Act of 1940, security interests and a Bankruptcy Code safe harbor opinion);
(M) for each of Seller Parties, good standing certificates, certified copies of request for organizational documents and certified copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred resolutions (or similar authority documents) with respect to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the Transaction Documents and each other documents document to be delivered by such Person Seller Parties from time to time in connection herewith and therewith;herewith; and
(viiiN) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties further documents and documentation as the Collateral Agent may Buyer in its discretion shall reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestrequire.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.), Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.)
Delivery of Documents. The Collateral Agent Agents shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Agents and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security the Exit Agreement, together with, to the extent applicable, the original stock certificates representing all duly executed by Resigning Agent and each of the Equity InterestsLoan Parties, Lenders, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferAgents party thereto;
(ii) a UCC Filing Authorization Letter, together with (A) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC-1 and/or financing statement amendments on Form UCC-3 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and each Mortgage (B) evidence reasonably satisfactory to the Collateral Agent of extent that a security interest may be perfected by such filing in the filing of property purported to be covered by such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Security Agreement or Mortgage);
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(iv) the Collateral Assignment, duly executed by the BuyerFee Letter;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures certifying
(A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices, Letter of Credit Applications and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the Effective Date by an Authorized Officer incumbency of such Loan Party;
authorized officers and (xiiiD) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiivi) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(vii) a certificate of the chief financial officer of the Parent (A) setting forth in reasonable detail the calculations required to establish that the Pro Forma Leverage Ratio does not exceed 4.00:1.00, (B) attaching a copy of (A) the Financial Statements and (B) the financial projections Projections described in Section 6.01(g)(ii) hereof, certified hereof and certifying as of to the Effective Date as complying compliance with the representations and warranties set forth in Section 6.01(g)(ii6.01(g)(i) by an Authorized Officer and Section 6.01(cc)(ii) and (C) certifying that after giving effect to all Term Loans to be made on the Effective Date, (1) the Availability is not less than $25,000,000 and (2) all liabilities of the Ultimate ParentLoan Parties are current;
(xixviii) a certificate of the chief financial officer of Funko Holdings the Parent, certifying as to the solvency of the Borrowers (taken as a wholematters set forth in Section 6.01(t)(i), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Sources: Financing Agreement (Alj Regional Holdings Inc), Financing Agreement (Alj Regional Holdings Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, duly executed by each Loan Party, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, duly executed by each Loan Party, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgagestatements;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) aboveappropriate filing offices, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and Lien, judgment Lien Lien, execution or notice of bankruptcy filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens other than Permitted Liens;
(iv) the Collateral Assignmenta Perfection Certificate, duly executed by each Loan Party and completed in a manner reasonably satisfactory to the BuyerCollateral Agent;
(v) the Intercompany Subordination AgreementFee Letter, duly executed by each Loan PartyBorrower;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixvii) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xviii) a certificate of the appropriate official(s) of (A) the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, of each Loan Party and (B) each other jurisdiction of foreign qualification of each Loan Party in which the failure to be in good standing and duly qualified to do business could reasonably be expected to result in a Material Adverse Effect, in each case certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xiix) a true and complete copy of the charter, certificate of formation, certificate of limited partnership partnership, articles of incorporation or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiix) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiixi) an opinion opinions of (A) Ice ▇▇▇▇▇▇ LovellsLLP, counsel to the Loan Parties, as which opinions shall, in each case, be in form and substance reasonably satisfactory to the Agents (it being agreed and understood that the form and substance of the opinions delivered to the Agents on or prior to the date hereof are satisfactory to the Agents), address such customary corporate authority, enforceability and collateral matters as the Agents may reasonably requestrequest and be addressed to the Agents and the Lenders, or delivered to the Agents and the Lenders with a letter permitting the Agents and the Lenders to rely on such opinions;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b), (e) and (h) through (l);
(xviiixiii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate ParentCompany;
(xixxiv) a certificate of the chief financial officer of Funko Holdings the Company, setting forth in reasonable detail the calculations required to (A) establish compliance, on a pro forma basis after giving effect to the Loans, with each of the financial covenants contained in Section 7.03, and (B) evidence to the Agents' reasonable satisfaction of the representations set forth in Section 5.01(k) and (n);
(xv) a certificate of the chief financial officer of the Company and each other Borrower, certifying as to the solvency of the Borrowers (taken as a whole)Company and such Borrower, which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxvi) a certificate of the chief financial officer of the Company certifying that all tax returns required to be filed by the Loan Parties have been filed and all taxes upon the Loan Parties or their properties, assets, and income (including real property taxes and payroll taxes) have been paid;
(xvii) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and each Mortgage and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the first mortgagee, the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice to the Collateral Agent and each such first mortgagee, named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixviii) evidence a certificate of an Authorized Officer of the payment in full of all Indebtedness under Administrative Borrower, certifying the Existing Credit Facilities, together with (A) a termination names and release agreement or deed of release (as applicable) with respect to each true signatures of the Existing Credit Facilities persons that are authorized to provide Notices of Borrowing, LIBOR Notices and all related documents, duly executed by the applicable Loan Parties other notices under this Agreement and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the other Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralDocuments;
(xxiixix) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, Material Contracts of the other Material Contracts Loan Parties as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xx) a Cash Management Agreement with each bank (and for each account) listed on Schedule 6.01(v), in form and substance reasonably satisfactory to the Agents, duly executed by the applicable Loan Parties and each of the applicable banks, with respect to the Cash Management Accounts of the Loan Parties maintained with such Cash Management Bank;
(xxi) a payoff letter, in form and substance satisfactory to Agents, from Orix Venture Finance LLC (“Orix”) in connection with that certain Loan and Security Agreement, dated as of August 31, 2011, by and among the Borrower, Orix and other lenders from time to time party thereto, and all other evidence satisfactory to the Agents that Indebtedness of the Loan Parties is paid off (other than Permitted Indebtedness) and all Liens in connection with such Indebtedness, as the case may be, are released (other than Permitted Liens);
(xxii) a duly-executed W-9 form for each of the Borrowers, or other applicable tax form; and
(xxiii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Sources: Financing Agreement (Angie's List, Inc.), Financing Agreement (Angie's List, Inc.)
Delivery of Documents. The Collateral Agent On the Closing Date, the Pledgor shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory deliver to the Collateral Agent and, unless indicated otherwise, dated the Effective Datefollowing documents:
a) an up-to-date certified excerpt from the register of commerce (iHandelsregisterauszug) a Security Agreement, together with, relating to the extent applicable, the original stock certificates representing all Company;
b) an up-to-date copy of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied articles of association (Statuten) of the Company certified by undated stock powers executed in blank and other proper instruments the register of transfercommerce evidencing that they are free of any share transfer restrictions;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viic) a copy of the board resolutions of each Loan Partythe Pledgor approving, certified as inter alia, the entering into this Agreement and the consummation of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is thereby or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiid) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as board resolutions of the Effective Date by an Authorized Officer Company (i) acknowledging the Pledge, (ii) approving the Pledge and the entry of such Loan Partythe Pledgees as pledgees of the Shares into the Company’s share register (Aktienbuch), and (iii) approving in advance the possible transfer of the Shares to any third party acquirer for the purpose of realization contemplated in Section 7 and the entry of any future owner of the Shares as shareholder with voting rights in the Company’s share register;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiie) a copy of (Athe Company’s share register evidencing that the Pledgor is entered as shareholder of the Shares and the Pledgees are entered as pledgees of the Shares, signed by a duly authorized member of the Company’s board of directors; and
f) the Financial Statements original share certificate representing the Shares as specified in Annex 1, duly endorsed in blank. Upon the accrual, offer or issue and (B) after receipt by it of any Shares to which the financial projections described in Section 6.01(g)(ii) hereofPledgor is or will be entitled, certified as of the Effective Date as complying with the representations Pledgor shall promptly deliver all original share certificates and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and other documents representing or evidencing such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably requestShares, in each case, where reasonably requested the case of registered share certificates duly assigned in blank by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents andPledgor, to the extent requested by Agent. In addition, the Collateral Agent, Pledgor shall procure the prompt delivery to the Agent of the other Material Contracts documents a) and b) above as in effect on the Effective Date, certified well as true d) and correct copies thereof by an Authorized Officer of the Administrative Borrower, together e) above with a certificate of an Authorized Officer of the Administrative Borrower stating that regard to such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestShares.
Appears in 2 contracts
Sources: Share Pledge Agreement (Lionbridge Technologies Inc /De/), Share Pledge Agreement (Lionbridge Technologies Inc /De/)
Delivery of Documents. The Collateral Agent following shall have received on or before been delivered to the Effective Date the followingAgent, each duly authorized and executed and in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateAgent:
(1) this Amendment;
(2) the Make-Well Agreement;
(3) such evidence of the authority of HIG, the Borrowers and each of their respective Subsidiaries to execute and deliver this Amendment and all other Loan Documents delivered in connection herewith as the Agent may require, including but not limited to (i) a Security Agreementcopy of resolutions duly adopted by the board of directors (or other governing authority) of each such Person, together withauthorizing the execution by each such Person of this Amendment and the other agreements, documents and instruments to the extent applicablebe executed by each such Person pursuant to this Amendment (collectively, the original stock certificates representing all "Other Amendment Documents"), certified as complete and correct by the corporate secretary or similar officer of the Equity Interestseach such Person, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in certificate of the secretary of each Borrower and each of its Subsidiaries to the effect that neither the articles of incorporation nor the bylaws of such office Person has been amended or offices as may be necessary modified since the Closing Date or, in if not the opinion Closing Date, the date on which certified copies of such documents previously were delivered to the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies the organizational and authority documents of information on Form UCC-11HIG;
(4) to the extent not previously delivered to the Agent, listing all effective financing statements which name as debtor (i) a Collateral Access Agreement in respect of each parcel of leased real Property of any Loan Party and which are filed in the offices referred to in paragraph Borrower or any Subsidiary of any Borrower, (ii) abovefor each Depositary Account maintained by any Borrower or any Subsidiary of any Borrower, together with copies a Depositary Account Agreement covering such Depositary Account, and (iii) Uniform Commercial Code termination statements or other releases as the Agent may require for each Uniform Commercial Code financing statement of such financing statementsrecord that does not evidence Liens permitted under the Existing Credit Agreement, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liensamended;
(iv5) the Collateral Assignment, duly executed a certificate signed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) Secretary or a copy Vice President of the resolutions of each Loan Party, certified Borrowers dated as of the Effective First Amendment Closing Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to affirming the matters set forth in this Section 5.01(b)as of the First Amendment Closing Date;
(xviii6) a copy of (A) the Financial Statements an amended and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) restated Security Agreement by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement their respective Subsidiaries and such other insurance coverage with respect to the business Uniform Commercial Code financing statements and operations of the Loan Parties so-called in-lieu continuation financing statements as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A7) a termination reaffirmation of subordination agreement by and release agreement or deed of release among Prairie, the Borrowers and the Agent; and
(as applicable) with respect to each of the Existing Credit Facilities and all related 8) such other instruments, documents, duly executed by the applicable Loan Parties certificates, consents, waivers and the Existing Lendersopinions (including opinions from White & Case, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, counsel to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true Borrowers and correct copies thereof by their Subsidiaries and an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiiopinion from counsel to HIG) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Thane International Inc), Credit Agreement (Thane International Inc)
Delivery of Documents. The Collateral Agent New Borrower hereby agrees that the following documents shall have received on be delivered to the Bank prior to or before the Effective Date the followingcontemporaneously with delivery of this Amendment, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated Bank: • the Effective Date:
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Lettercompleted Limited Liability Company Borrowing Certificate for New Borrower, together with (A) appropriate financing statements on Form UCC-1, the duly filed in such office or offices as may be necessary or, in the opinion executed signatures thereto; • Consent of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent managers/members of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, New Borrower authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party this Amendment and the other documents to be executed and delivered required by such Loan Party Bank in connection herewith with this Amendment; • the Operating Documents and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a long-form good standing certificate of New Borrower certified by the appropriate official(s) Secretary of the State of Delaware and each jurisdiction of organization and, except in which New Borrower is qualified to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectconduct business, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more no earlier than 30 thirty (30) days prior to the Effective Date as date hereof; • duly executed signatures to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together Control Agreement with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ LovellsFargo Bank; • certified copies, counsel to the Loan Partiesdated as of a recent date, of financing statement searches, as to such customary matters as the Agents Bank may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in each case, where reasonably requested by the Collateral Agent, with any such endorsements as to the named insureds financing statements either constitute Permitted Liens or loss payees thereunder as the Collateral Agent may request and providing that such policy may be have been terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence released; • a Perfection Certificate of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative New Borrower, together with a certificate of an Authorized Officer of the Administrative duly executed signature thereto (the “New Borrower stating Perfection Certificate”); • evidence satisfactory to Bank that such agreements remain the insurance policies and endorsements required by the Loan Agreement are in full force and effect effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) • such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral Agent Bank may reasonably request.. • Amendments to Loan Agreement. • Section 6.2 (Financial Statements, Reports, Certificates). Section 6.2 is amended by (i) deleting the word “and” appearing in subsection (j) thereof, (ii) re-lettering subsection (k) as subsection (l) and (iii) inserting the following new subsection (k):
Appears in 2 contracts
Sources: Loan and Security Agreement (Health Catalyst, Inc.), Loan and Security Agreement (Health Catalyst, Inc.)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) the Fee Letter, duly executed by each Loan Party and the Administrative Agent;
(ii) a Security Agreement, duly executed by each Loan Party;
(iii) a Pledge Agreement, duly executed by each Loan Party, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Capital Stock of such Loan Party's Subsidiaries and all promissory notes required to be pledged thereunderof such Loan Parties, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(iiiv) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(v) the Contribution Agreement, duly executed by each Loan Party;
(vi) [INTENTIONALLY OMITTED]
(vii) the Disbursement Letter, duly executed by each party thereto;
(viii) a UCC Filing Authorization Letter, duly executed by each Loan Party, together with (A) appropriate financing statements on Form UCC-1, UCC-1 duly filed in such office or offices as may be necessary or, in the opinion reasonable business judgment of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and each Pledge Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgagestatements;
(iiiix) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (iiviii) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral AgentAgent in the exercise of its reasonable discretion, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, and the results of any intellectually property filings, which results, except as otherwise agreed to in writing by the Collateral AgentAgent in its reasonable discretion, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viix) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (AI) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (BII) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith and (III) the execution, delivery and performance by such Loan Party (to the extent applicable) of each aaiPharma Acquisition Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Loan Party in connection therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxi) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxii) a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Party certifying as of a recent date not more than 30 35 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsstates;
(xixiii) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other similar publicly filed organizational document of each Loan Party Party, together with all amendments thereto, certified as of a recent date not more than 30 35 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiixiv) a copy of the Governing Documents charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other similar organizational document of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan PartyParty (which in the case of Xanodyne Acquisition, LLC and Xanodyne Development Group, LLC shall contain an amendment to their respective limited liability company operating agreements providing that the membership interests or units of such Loan Parties may be pledged and transferred to the Collateral Agent (or any successor thereto) without any further consent of any Person);
(xiiixv) an opinion of ▇▇▇▇▇▇▇▇ Lovells& Shohl, LLP, counsel to the Loan Parties, substantially in the form of Exhibit F and as to such customary other matters as the Agents Collateral Agent may reasonably request;
request (xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].including, without limitation, as to matters related to Kentucky and Indiana law);
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)4.01;
(xviiixvii) a copy of (A) the Financial Statements and Statements, (B) the financial projections described in Section 6.01(g)(ii) hereof5.01 (g)(ii), certified as of the Effective Date by an Authorized Officer of the Borrower as complying with the representations and warranties set forth in Section 6.01(g)(ii5.01(g)(ii), and (C) by an Authorized Officer a schedule of revenues and average gross margins for the Marketed Products of the Ultimate ParentBorrower for the period from January 1, 2005 through May 31, 2005;
(xixxviii) a certificate of the chief financial officer of Funko Holdings the Borrower, certifying as that, after giving effect to the solvency payment of the Borrowers purchase price for the aaiPharma Acquisition, the incurrence of the Loans made on the Effective Date and the payment of all fees, costs and expenses in connection therewith and this Agreement, (taken as A) the Borrower is, and the Loan Parties on a whole)consolidated basis are, which certificate shall be reasonably satisfactory in form Solvent and substance to (B) all liabilities of the Collateral AgentLoan Parties are current;
(xxxix) evidence of the insurance coverage required by Section 7.01 6.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixx) evidence a certificate of an Authorized Officer of the payment in full of all Indebtedness under Borrower, certifying the Existing Credit Facilities, together with (A) a termination names and release agreement or deed of release (as applicable) with respect to each true signatures of the Existing Credit Facilities persons that are authorized to provide Notices of Borrowing, LIBOR Notices and all related documents, duly executed by the applicable Loan Parties other notices under this Agreement and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the other Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralDocuments;
(xxiixxi) copies of the aaiPharma Acquisition Documents and, to the extent requested by the Collateral Agent, of the and each other Material Contracts Contract as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under any such agreements;
(xxii) evidence of the payment in full of all Indebtedness under the Existing Interim Loan Agreement (which may be accomplished through the conversion of such Indebtedness into shares of Series A-l Convertible Preferred Stock, par value $.001 per share of the Borrower, on terms and conditions satisfactory to the Agents), together with a copy of each Existing Convertible Secured Promissory Note marked cancelled (or words of similar import) certified by an Authorized Officer of the Borrower as being a true, correct and complete copy thereof, and a termination and release agreement with respect to the Existing Interim Loan Agreement and all related promissory notes, other instruments, security agreements and other agreements and documents related thereto, duly executed by the Loan Parties and the Existing Shareholder Lenders (including, without limitation, Blue ▇▇▇▇ ▇▇ Limited Partnership, Essex Woodlands Health Ventures Fund TV, L.P., Essex Woodlands Health Ventures Fund V, L.P., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Booth IV L.P. and HealthCare Ventures VI, L.P.) and the Existing Shareholder Lender Agent, together with a satisfaction of mortgage for each mortgage filed by the Existing Shareholder Lender Agent on each Facility, if any, a termination of security interest in intellectual property for each assignment for security recorded by the Existing Shareholder Lender Agent at the United States Patent and Trademark Office or United States Copyright Office and covering any intellectual property of the Loan Parties, if any, UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Shareholder Lender Agent and covering any portion of the Collateral, and (iv) a receipt, executed by the Existing Shareholder Lender Agent, acknowledging receipt of all of the stock certificates necessary to cause the satisfaction of such Indebtedness;
(xxiii) an opening consolidated balance sheet for the Borrower and its Subsidiaries as at the Effective Date, certified as true and correct by an Authorized Officer of the Borrower; and
(xxiv) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Sources: Financing Agreement (Xanodyne Pharmaceuticals Inc), Financing Agreement (Xanodyne Pharmaceuticals Inc)
Delivery of Documents. The Collateral Agent New Borrower hereby agrees that the following documents shall have received on be delivered to the Bank prior to or before the Effective Date the followingcontemporaneously with delivery of this Amendment, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated Bank: • the Effective Date:
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Lettercompleted Limited Liability Company Borrowing Certificate for New Borrower, together with (A) appropriate financing statements on Form UCC-1, the duly filed in such office or offices as may be necessary or, in the opinion executed signatures thereto; • Consent of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent managers/members of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, New Borrower authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party this Amendment and the other documents to be executed and delivered required by such Loan Party Bank in connection herewith with this Amendment; • the Operating Documents and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a long-form good standing certificate of New Borrower certified by the appropriate official(s) Secretary of the State of Delaware and each jurisdiction of organization and, except in which New Borrower is qualified to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectconduct business, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more no earlier than 30 thirty (30) days prior to the Effective Date as date hereof; • duly executed signatures to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together Control Agreement with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ LovellsFargo Bank; • certified copies, counsel to the Loan Partiesdated as of a recent date, of financing statement searches, as to such customary matters as the Agents Bank may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in each case, where reasonably requested by the Collateral Agent, with any such endorsements as to the named insureds financing statements either constitute Permitted Liens or loss payees thereunder as the Collateral Agent may request and providing that such policy may be have been terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence released; • a Perfection Certificate of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative New Borrower, together with a certificate of an Authorized Officer of the Administrative duly executed signature thereto (the “New Borrower stating Perfection Certificate”); • evidence satisfactory to Bank that such agreements remain the insurance policies and endorsements required by the Loan Agreement are in full force and effect effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) • such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral Agent Bank may reasonably request. • Amendments to Loan Agreement.
Appears in 2 contracts
Sources: Mezzanine Loan and Security Agreement (Health Catalyst, Inc.), Mezzanine Loan and Security Agreement (Health Catalyst, Inc.)
Delivery of Documents. The Collateral Agent following shall have received on or before the Effective Date the followingbeen delivered to Prairie, each duly authorized and executed in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwisePrairie:
(1) this Amendment;
(2) that certain Reaffirmation of Subordination Agreement, dated the Effective Date:
(i) a Security Agreementdate hereof, together withamong Holdings, to the extent applicableBorrower, the original stock certificates representing all of the Equity Interests, Prairie and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferAgent;
(ii3) a UCC Filing Authorization Letterthat certain Reaffirmation of Security Party Guaranty, together with (A) appropriate financing statements on Form UCC-1dated the date hereof, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement between Holdings and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgagePrairie;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii4) a copy of the resolutions Make-Well Agreement;
(5) such evidence of the authority of each Loan Partyparty to this Amendment and each agreement, certified document and instrument described herein (other than Prairie) to execute and deliver this Amendment and all other agreements, documents and instruments delivered in connection herewith as Prairie may require, including but not limited to (i) a copy of resolutions duly adopted by the Effective Date by an Authorized Officer thereofboard of directors (or other governing authority) of each such Person, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery execution and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party this Amendment and the other agreements, documents and instruments to be executed and delivered performed by each such Loan Party in connection herewith Person pursuant to this Amendment (collectively, the "Other Amendment Documents"), certified as complete and therewithcorrect by the corporate secretary or similar officer of each such Person, together with evidence of the incumbency of such authorized officers/directors/representatives;
and (xii) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification secretary of each Loan Security Party and their respective Subsidiaries certifying as that neither the articles of a recent incorporation or bylaws of such Person has been amended or modified since the date not more than 30 days prior on which certified copies of such documents were previously delivered to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsPrairie;
(xi6) a true and complete copy of certificate signed by the charter, certificate of formation, certificate of limited partnership Secretary or other publicly filed organizational document a Vice President of each Loan Security Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified dated as of the Effective Date by an Authorized Officer date hereof stating that the conditions to the effectiveness of such Loan Party;this Amendment have been fully satisfied; and
(xiii7) an opinion of ▇▇▇▇▇ Lovellssuch other instruments, documents, certificates, consents, waivers and opinions (including opinions from White & Case, counsel to the Loan Parties, Security Parties and HIG Capital) as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent Prairie may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Sources: Note and Warrant Purchase Agreement (Thane International Inc), Note and Warrant Purchase Agreement (Thane International Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date (or such other date expressly specified below) the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, duly executed by the Borrower;
(ii) the Guarantor Security Agreement, duly executed by the Equity Guarantor, together with, to the extent applicable, with the original stock LLC membership certificates (if any) representing all of the membership interests of the Borrower owned by the Equity Interests, and all promissory notes required to be pledged thereunderGuarantor, accompanied by undated stock transfer powers executed in blank and other proper instruments of transfer;
(iiiii) each Individual Guaranty, duly executed by the applicable Individual Guarantor;
(iv) a UCC Filing Authorization Letter, duly executed by the Borrower and the Equity Guarantor, together with (A) appropriate financing statements on Form UCC-1, UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each created by the Security Agreement and the Guarantor Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgagestatements;
(iiiv) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Credit Party and the Originator and which are filed in the offices referred to in paragraph (iiiv) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(ivvi) the Collateral AssignmentMaster Participation Agreement, duly executed by the BuyerOriginator and the Borrower;
(vvii) the Intercompany Subordination AgreementImperial Limited Guaranty, duly executed by each Loan PartyImperial;
(viviii) Each of the Flow of Funds AgreementCollateral Value Policy and the Contingent Collateral Value Policy, duly executed by the Collateral Value Insurer and the Contingent Collateral Value Insurer, as applicable, and each party; theretoin full force and effect;
(viiix) a copy of the resolutions of each Loan Partythe Equity Guarantor, the Borrower and the Originator, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents and the Transaction Documents to which such Loan Party Person is or will be a party, and (B) the execution, delivery and performance by such Loan Party Person of each Loan Document and Transaction Document to which such Loan Party Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixx) a certificate of an Authorized Officer of each Loan Partythe Equity Guarantor, the Borrower and the Originator, certifying the names and true signatures of the representatives of such Loan Party the Equity Guarantor, the Borrower and the Originator authorized to sign each Loan Document and Transaction Document to which such Loan Party Person is or will be a party and the other documents to be executed and delivered by such Loan Party Person in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxi) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction of foreign qualification of each Loan Party the Equity Guarantor, the Borrower and the Originator certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing ofof the Equity Guarantor, the Borrower and the payment of taxes by, such Loan Party Originator in such jurisdictions;
(xixii) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party the Equity Guarantor, the Borrower and the Originator certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party the Equity Guarantor, the Borrower and the Originator which shall set forth the same complete name of such Loan Party Person as is set forth herein and the organizational number of such Loan PartyPerson, if an organizational number is issued in such jurisdiction;
(xiixiii) a copy of the Governing Documents of each Loan Partythe Equity Guarantor, the Borrower and the Originator, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Partythe Equity Guarantor, the Borrower and the Originator;
(xiiixiv) an opinion of ▇▇▇▇▇ Lovells& ▇▇▇▇▇▇▇, LLP substantially in the form of Exhibit H hereto and an opinion of ▇▇▇▇▇, Lord Bissell & Liddell, each counsel to the Loan PartiesCredit Parties and the Originator, in form and substance satisfactory to the Agents, and as to such customary other matters as the Agents Collateral Agent may reasonably request, including, without limitation, non-consolidation, true sale and true participation opinions;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].Local Counsel Opinions in form and substance satisfactory to the Lender and Agents;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Partythe Equity Guarantor, the Borrower and the Originator, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)5.01;
(xvii) a copy of the Financial Statements;
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings the Borrower and the Originator, certifying as to the solvency of the Borrowers (taken as a whole)Borrower and the Originator, which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxix) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties Borrower as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xx) a certificate of an Authorized Officer of the Equity Guarantor, the Borrower and the Originator, certifying the names and true signatures of the persons that are authorized to provide Notices of Borrowing and all other notices under this Agreement, the other Loan Documents and the Transaction Documents;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documentsCollateral Agency Agreement, duly executed by the applicable Loan Parties Originator, the Borrower, the Insurance Collateral Agent and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralCollateral Agent;
(xxii) the Initial Servicing Agreement, duly executed by the Borrower and the Initial Servicer;
(xxiii) copies of the Acquisition Transaction Documents and, to the extent requested by the Collateral Agent, of and the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties Borrower has not breached or defaulted in any of its obligations under such agreements;
(xxiiixxiv) such depository account, blocked account, lockbox account and similar agreements and other documents, each in form and substance satisfactory to the Agents, as the Agents may request with respect to the Borrower’s cash management system; and
(xxv) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Sources: Financing Agreement (Imperial Holdings, LLC), Financing Agreement (Imperial Holdings, LLC)
Delivery of Documents. The Collateral Agent shall have received on or before the Restatement Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Restatement Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreementthe results of searches for any effective UCC financing statements, together withtax Liens or judgment Liens filed against any Loan Party or its property, which results shall not show any such Liens (other than Permitted Liens acceptable to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferCollateral Agent);
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgagePerfection Certificate;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such LiensDisbursement Letter;
(iv) the Collateral Assignment, duly executed by the BuyerFee Letters;
(v) the Intercompany Subordination Agreement, duly executed by a certificate of an Authorized Officer of each Loan Party;
, certifying (viA) either (x) as to copies of the Flow Governing Documents of Funds Agreementsuch Loan Party, duly executed together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Restatement Effective Date by each party; thereto;
an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction), or (viiy) that the Governing Documents of such Loan Party have not been modified since the Effective Date, (B) as to a copy of the resolutions or written consents of each such Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Party authorizing (A1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B2) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
, (viiiC) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices, Letter of Credit Applications and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representativesofficers and (D) as to the matters set forth in Section 5.01(b);
(vi) a certificate of the chief financial officer of the Parent attaching a copy of the Financial Statements and the Projections described in Section 6.01(g)(ii) hereof and certifying as to the compliance with the representations and warranties set forth in Section 6.01(g)(i) and Section 6.01(bb)(ii);
(vii) a certificate of the chief financial officer of the Parent, certifying that the Loan Parties on a consolidated basis are Solvent (after giving effect to the Loans made on the Restatement Effective Date and the Letters of Credit to be issued on the Restatement Effective Date);
(viii) a certificate of the chief financial officer of the Parent, certifying that, as of the Restatement Effective Date, the Leverage Ratio of the Parent and its Subsidiaries is not greater than 1.50 to 1.00 (after giving effect to the Loans and other transactions to occur on the Restatement Effective Date);
(ix) a certificate of an Authorized Officer of the Administrative Borrower certifying (A) as to Material Contracts in effect on the Restatement Effective Date, (B) that true, complete and correct copies thereof have either been previously delivered to the Collateral Agent or are attached to such certificate and (C) that such agreements remain in full force and effect and that none of the Loan Parties is in breach or default of any of its obligations under such agreements;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Restatement Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇▇▇ LovellsLLP, counsel to the Loan Parties, as to such customary matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxii) evidence of the insurance coverage required by Section 7.01 and the terms of each the Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;Agreement; and
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiixiii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 2 contracts
Sources: Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a the Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC 1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each the Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreement;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(iv) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(v) the Intercompany Subordination Agreement, duly executed by each Loan PartyDisbursement Letter;
(vi) the Flow of Funds Agreement, duly executed by each party; theretoFee Letter;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewithIntercompany Subordination Agreement;
(viii) a Perfection Certificatethe management rights letter, duly executed by dated as of the parties theretodate hereof, among the Loan Parties and the Agents, as amended, amended and restated, supplemented or otherwise modified from time to time (the “VCOC Management Rights Agreement”);
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction), (B) as to a copy of the resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, and (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers;
(x) a certificate of the chief financial officer of the Parent (A) setting forth in reasonable detail the calculations required to establish compliance, on a pro forma basis immediately after giving effect to the funding of the Term Loan, with the condition contained in Section 5.01(f) and the financial covenant contained in Section 7.03(b) and (B) certifying as to the compliance with the representations and warranties set forth in Section 5.01(p), Section 6.01(g)(i) and Section 6.01(aa)(ii);
(xi) a certificate of the chief financial officer of each Loan Party, certifying as to the solvency of such Loan Party (after giving effect to the funding of the Term Loan made on the Effective Date);
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party[reserved];
(xiii) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of such Loan Party in such jurisdictions;
(xiv) an opinion of W▇▇▇▇▇ Lovells▇▇▇▇▇▇ P▇▇▇▇▇▇▇▇ ▇▇▇▇ and D▇▇▇ LLP, counsel to the Loan Parties, as to such customary matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section Section 7.01 and the terms of each the Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due that such insurance policies are in respect thereof for such period as the Collateral Agent may requestfull force and effect;
(xxixvi) [reserved];
(xvii) evidence of the payment in full of all Indebtedness under the Existing Credit FacilitiesFacility, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties and the Existing LendersAgent, (B) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by in favor of the Existing Lenders Agent at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 UCC 3 termination statements for all UCC-1 financing statements filed by or on behalf of the Existing Lenders Agent and covering any portion of the Collateral;
(xxiixviii) copies all Control Agreements (other than Control Agreements with respect to the Cash Management Accounts listed in clause (a) of Schedule 5.02) that, in the reasonable judgment of the Acquisition Agents, are required for the Loan Parties to comply with the Loan Documents and, to the extent requested by the Collateral Agent, as of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of each duly executed by, in addition to the Administrative Borrowerapplicable Loan Party, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;applicable financial institution; and
(xxiiixix) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 2 contracts
Sources: Financing Agreement (Blue Apron Holdings, Inc.), Financing Agreement (Blue Apron Holdings, Inc.)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) this Agreement, duly executed by each of the parties thereto;
(ii) a Security Agreement, duly executed by each applicable Loan Party;
(iii) a Pledge Agreement, duly executed by each Loan Party, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, common stock of such Loan Party’s subsidiaries and all intercompany promissory notes required to be pledged thereunderof such Loan Parties, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(iiiv) an Intercompany Subordination Agreement;
(v) the Contribution Agreements;
(vi) the UK Composite Guarantee and Debenture, duly executed by each UK Subsidiary;
(vii) a copy of each letter issued by the applicable Governmental Authority, evidencing each Facility’s compliance with all applicable building codes, fire codes, other health and safety rules and regulations, parking, density and height requirements and other building and zoning laws;
(viii) a UCC Filing Authorization Letter, duly executed by each Loan Party, together with (A) appropriate financing statements on Form UCC-1, UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement, each Pledge Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iiiix) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (iiviii) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viix) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer authorized signatory thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Financing Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Financing Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, including, without limitation, the Warrants;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxi) a certificate of an Authorized Officer authorized signatory of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Financing Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxii) to the extent applicable or available, a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsstates;
(xixiii) to the extent applicable or available, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document Governing Documents of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiixiv) a copy of the Governing Documents charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer authorized signatory of such Loan Party;
(xiiixv) (A) an opinion of ▇▇▇▇▇ Lovells*** , counsel to the Loan Parties, as to such customary matters as the Agents Agent may reasonably request, including, without limitation, the Warrants, (B) an opinion of *** , U.K. counsel to the Loan Parties, as to other matters as the Agent may reasonably request, and (C) an opinion of *** , Maryland counsel to the Loan Parties, as to such other matters as the Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer authorized signatory of each Loan Party, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)5.01;
(xviiixvii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with true and correct by an authorized signatory of the representations and warranties Parent, which certificate shall set forth all existing Indebtedness (not otherwise set forth in Section 6.01(g)(ii) by an Authorized Officer the Financial Statements), pending or threatened litigation or claims and other contingent liabilities of the Ultimate Parent and its Subsidiaries;
(xviii) a certificate of the chief financial officer of the Parent, setting forth in reasonable detail the calculations required to establish compliance, on a pro forma basis after giving effect to the Term Loan to be made on the Effective Date, with each of the financial covenants contained in Section 7.03;
(xix) a certificate of the chief financial officer of Funko Holdings each Loan Party, certifying as to the solvency of the Borrowers (taken as a whole)such Loan Party, which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement Agreement, the UK Composite Guarantee and Debenture and each Mortgage and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, (a) on any policy issued by a United States insurance company, with such endorsements endorsements, as to the named insureds insureds, mortgagees or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice (or, in the case of a failure to pay the premium, 10 days) to the Collateral Agent and each such named insured insured, mortgagee or loss payeepayee (as applicable), and (b) on any policy issued in England or Wales, with appropriate notices to and acknowledgements from the policy issuer with respect to the security interest of Agent, each, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of a landlord waiver, in form and substance satisfactory to the payment Agent and which may be included as a provision contained in full of all Indebtedness under the Existing Credit Facilitiesrelevant Lease, together with (A) a termination and release agreement or deed of release (as applicable) executed by each landlord with respect to each of the Existing Credit Facilities and all related documents, duly executed by Leases for the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralFacilities;
(xxii) a collateral access agreement, in form and substance satisfactory to the Agent, executed by each Person who possesses Inventory of any Loan Party; *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC.
(xxiii) copies of the Acquisition Alconbury Documents and, to the extent requested by the Collateral Agent, of and the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer authorized signatory of the Administrative Borrower, together with a certificate of an Authorized Officer authorized signatory of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiixxiv) such documents as are required under the Existing Debt Facility to call the bonds issued thereunder, duly executed by the applicable Loan Parties;
(xxv) a satisfactory ASTM 1527-00 Phase I Environmental Site Assessment (“Phase I ESA”) provided by the Borrowers to the Agent (and, if requested by the Agent based upon the results of such Phase I ESA, an ASTM 1527-00 Phase II Environmental Site Assessment) of the Facility, in form and substance and by an independent firm satisfactory to the Agent;
(xxvi) such Control Agreements and depository account, blocked account and similar agreements and other documents, each in form and substance satisfactory to the Agent, as the Agent may request with respect to the cash management system of the Loan Parties;
(xxvii) the Warrants required to be delivered on or prior to the Effective Date pursuant to Section 13.01, duly executed by the Parent;
(xxviii) the Registration Rights Agreement, duly executed by the Parent;
(xxix) an updated appraisal of all US and UK real property locations;
(xxx) a Process Agent Agreement, in form and substance satisfactory to the Agent, executed by each Foreign Subsidiary and the Process Agent;
(xxxi) evidence that the Loan Parties are in compliance with good laboratory practices as monitored by the UK Home Office;
(xxxii) a copy of the deed by Huntington UK to HIH Capital Limited evidencing the transfer of the funds received pursuant to the Existing Debt Facility; and
(xxxiii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Sources: Financing Agreement (Life Sciences Research Inc), Financing Agreement (Life Sciences Research Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each of which shall be originals or “pdf” files unless otherwise specified, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreement;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens[Intentionally Omitted];
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(viv) the Flow of Funds Agreement, duly executed by each party; theretothe Administrative Agent and the Administrative Borrower;
(viivi) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings or guaranties, as applicable, hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixvii) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xviii) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xiix) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiix) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiixi) an opinion of ▇▇▇▇▇▇ Lovells& ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xii) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, P.C., special Washington counsel to Funko, as to such customary matters as the Agents may reasonably request;
(xiii) Cash Management Agreements, each in form and substance reasonably satisfactory to the Agents, with respect to the Cash Management Accounts;
(xiv) [Intentionally Omitted].An executed landlord’s waiver or other lien waiver agreement from the lessor, warehouse operator or other applicable Person for the Borrowers’ headquarters and warehouse location in Everett, Washington; provided, however, this condition shall be deemed to be satisfied if Borrowers have used commercially reasonable efforts to obtain such waivers;
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying (A) as to the matters set forth in Section 5.01(b)) [Representations and Warranties; No Event of Default] and (B) that the Borrowers have a Leverage Ratio of less than 2.75 to 1.00 as of the most recent quarter end for which financial statements are available, calculated on trailing twelve month basis;
(xviiixvi) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) [Financial Conditions] hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii;
(xvii) by an Authorized Officer of the Ultimate Parent[Intentionally Omitted];
(xviii) [Intentionally Omitted];
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents ; and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Funko, Inc.), Credit Agreement (Funko, Inc.)
Delivery of Documents. The Collateral Agent shall have received on On or before the Effective Date the following, each in form and substance reasonably satisfactory prior to the Collateral Agent andClosing Date, unless indicated otherwise, dated the Effective Date:
Company shall deliver to Plenus the following documents: (i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary orwarrant, in the opinion form attached hereto as Exhibit A (the “Warrant”), in the name of Plenus Technologies Ltd., for the purchase of Warrant Shares (as defined in the Warrant) in accordance with the terms of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral AssignmentWarrant, duly executed by the Buyer;
Company; (vii) a Floating Charge Agreement (the Intercompany Subordination “FloatingCharge Agreement”) and a Fixed Charge Agreement (the “Fixed ChargeAgreement”) by and among the Lenders, the Co-lenders (as defined below) and the Company, in the forms attached hereto as Exhibit B1 and Exhibit B2, respectively, duly executed by each Loan Party;
the Company and stamped to indicate filing with the Israeli Registrar of Companies; (iii) copies of forms for creating a floating charge (as per Exhibit C1) and a fixed charge (as per Exhibit C2), both duly signed by the Company; (iv) true and correct copies of resolutions of the Company’s Board of Directors (a) authorizing the Company to enter into this Agreement, the Floating Charge Agreement and the Fixed Charge Agreement, (b) authorizing the issuance of the Warrant to Plenus Technologies Ltd. and reserving a sufficient number of Preferred Shares BB-1 to be issued upon exercise of the Warrant, and (c) authorizing an officer of the Company to execute and deliver all of such documents and their respective exhibits and schedules; (v) waivers, consents and approvals, to the extent required, in respect of the transactions contemplated hereby, including, but not limited to, regarding pre-emptive rights, registration rights and other rights of third parties, including, without limitation, creditors and governmental entities, if applicable; (vi) legal opinion by counsel to the Flow of Funds AgreementCompany, duly executed by each partyin the form attached hereto as Exhibit D; thereto;
(vii) a copy true and correct copies of resolutions of the resolutions of each Loan Party, certified as Company’s shareholders authorizing the Company to enter into the transactions contemplated hereby; (viii) Bank Leumi’s written consent for: (a) registration of the Effective Date by an Authorized Officer thereof, authorizing fixed charge and floating charge as further described in the Fixed Charge Agreement and Floating Charge Agreement; and (b) registration of (A) the borrowings hereunder and floating charge described in the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, Floating Charge Agreement pari passu with Bank Leumi’s general first degree floating charge; and (B) the executionfixed charge described in the Fixed Charge Agreement pari passu with the Bank Leumi’s fixed charge over the Company’s intellectual property, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a an officer’s certificate of an Authorized Officer of each Loan Party, certifying in the names and true signatures form attached hereto as Exhibit E. The obligation of the representatives Lenders to extend the Loan to the Company shall also be subject to the repayment of the US$4,500,000 loan extended to the Company pursuant to the Loan Agreement, dated as of January 14, 2005, between the Company, as a borrower, and Plenus Technologies Ltd. as a lender (the “January Loan”), on or before the Closing Date. It is agreed, however, that the Company may, by written notice to Plenus on or before the Closing Date, use the first Installment of the Loan to repay the January Loan. At the Closing and as a condition thereto, concurrently with the repayment of the January Loan, Plenus shall provide the Company with Plenus Technologies Ltd.‘s confirmation in writing (i) that the January Loan has been repaid in full and (ii) that any and all charges registered in connection with the January Loan may be released in a form satisfactory to the Companies Registrar for the removal of all charges over the Company’s assets registered in connection with the January Loan, simultaneously with the registration of the charges hereunder. Without detracting from the Company’s obligation to timely furnish Plenus with all of the documents set forth above, the obligations of the Lenders pursuant hereto shall be subject to receipt of all of such Loan Party authorized to sign each Loan Document to documents (any of which such Loan Party is may be waived in whole or will be a party and the other documents to be executed and delivered in part by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing ofPlenus), and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of Lenders shall have the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior right to the Effective Date terminate this Agreement by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence Company should the Company breach its obligation to furnish any of the payment of all premiums due in respect thereof for such period as said documents within the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestspecified period.
Appears in 2 contracts
Sources: Loan Agreement (Negevtech Ltd.), Loan Agreement (Negevtech Ltd.)
Delivery of Documents. The Collateral Agent following documents, shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory been delivered to the Collateral Agent and, unless indicated otherwise, dated the Effective DateBuyer:
(iA) a Security this Agreement, together with, to the extent applicable, the original stock certificates representing all duly completed and executed by each of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferparties hereto;
(iiB) the Fee Letter, duly completed and executed by each of the parties thereto;
(C) the Exit Fee Side Letter, duly completed and executed by each of the parties thereto;
(D) the Custodial Agreement, duly completed and executed by each of the parties thereto;
(E) the Account Control Agreement, duly completed and executed by each of the parties thereto;
(F) the Guaranty, duly completed and executed by each of the parties thereto;
(G) the Servicing Agreement, duly completed and executed by each of the parties thereto;
(H) the Servicer Letter, duly completed and executed by each of the parties thereto;
(I) any and all consents and waivers applicable to Seller;
(J) a power of attorney from Seller substantially in the form of Exhibit V hereto, duly completed and executed;
(K) a UCC financing statement for filing in the UCC Filing Authorization LetterJurisdiction of Seller, naming Seller as “Debtor” and Buyer as “Secured Party” and describing as “Collateral” “all assets of the debtor whether now owned or existing or hereafter acquired or arising and wheresoever located, including all accessions thereto and products and proceeds thereof” (the “UCC Financing Statement”), together with (A) appropriate financing statements on Form UCC-1, duly filed in such office any other documents necessary or offices as may be necessary or, in the opinion of the Collateral Agent, desirable reasonably requested by Buyer to perfect the security interests purported to be created granted by each Security Seller in favor of Buyer under this Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgageor any other Transaction Document;
(iiiL) opinions of outside counsel to the Seller Parties reasonably acceptable to Buyer (including, but not limited to, those relating to enforceability, corporate matters, applicability of the Investment Company Act of 1940, security interests and a Bankruptcy Code safe harbor opinion);
(M) for each of the Seller Parties, good standing certificates, certified copies of request for organizational documents and certified copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred resolutions (or similar authority documents) with respect to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the Transaction Documents and each other documents document to be delivered by such Person the Seller Parties from time to time in connection herewith and therewith;herewith; and
(viiiN) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties further documents and documentation as the Collateral Agent may Buyer in its discretion shall reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestrequire.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Seven Hills Realty Trust), Master Repurchase Agreement (Tremont Mortgage Trust)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) this Agreement, duly executed by each of the parties thereto;
(ii) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer, as applicable, in each case, to the extent in the Loan Parties' control or received by the Loan Parties prior to the Effective Date,;
(iiiii) a UCC Filing Authorization Letter, together with (A) payoff letters executed by or on behalf of each of the Existing Lenders stating that upon receipt of a respective amount certain (1) all Indebtedness owed by the Loan Parties under the respective Existing Credit Facility will be paid in full, (2) the respective Existing Credit Facility and all related documents will be terminated and released, (B) appropriately prepared filings related to the termination of security interest in Intellectual Property for each assignment for security recorded with respect thereto, if any, at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, (C) appropriately prepared UCC-3 termination statements for all UCC-1 financing statements filed by or on behalf of the Existing Lenders and covering any portion of the Collateral and (D) appropriately prepared termination documents for any control agreements or landlord waivers existing in favor of any of the Existing Lenders;
(iv) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC-1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreement;
(iiiv) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(ivvi) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(vvii) the IP Security Agreements;
(viii) the Acquisition Collateral Assignment;
(ix) the Disbursement Letter;
(x) the Fee Letter;
(xi) the Intercompany Subordination Agreement, duly executed by ;
(xii) a certificate of an Authorized Officer of each Loan Party;
, certifying (viA) as to copies of the Flow Governing Documents of Funds Agreementsuch Loan Party, duly executed together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation or incorporation, certificate of limited partnership or other publicly filed organizational document (as applicable) of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by each party; thereto;
an appropriate official of the jurisdiction of incorporation or organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational or company number (viias applicable) of such Loan Party, if an organizational or company number is issued in such jurisdiction), (B) as to a copy of the resolutions or written consents of each such Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Party authorizing (A1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B2) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
, (viiiC) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
Authorized Officers and (xD) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixxiii) a certificate of the chief financial an officer of Funko Holdings the Parent, certifying as to the solvency of the Borrowers Loan Parties on a consolidated basis (taken as a whole), which certificate shall be reasonably satisfactory in form and substance after giving effect to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect Loans made on the Effective Date), certified in the form attached hereto as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with Exhibit G;
(xiv) a certificate of an Authorized Officer of the Administrative Borrower stating certifying that (A) the attached copies of the IWCO Acquisition Documents and (B) such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreementsagreements (except with respect to the IStar Dispute) ;
(xxiiixv) a certificate of the appropriate official(s) of the jurisdiction of incorporation or organization certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing (where such (or similar) concept has a legal meaning in a particular jurisdiction) of such Loan Party in such jurisdiction;
(xvi) copies of the Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Borrower, together with a certificate of an Authorized Officer of the Borrower stating that such agreements remain in full force and effect;
(xvii) an opinion of (A) ▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) of any other applicable local counsel reasonably requested by any Agent, in each case, as to such matters as the Collateral Agent may reasonably request; and
(xviii) evidence of the insurance coverage required by Section 7.01(h) and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may reasonably request; and
(xix) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 2 contracts
Sources: Financing Agreement, Financing Agreement (Steel Partners Holdings L.P.)
Delivery of Documents. The Collateral Agent Company shall have received on executed and --------------------- delivered to Parent (or before shall have caused to be executed and delivered to Parent by the Effective Date appropriate persons) the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(ia) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all Certified copies of resolutions of the Equity Interests, Board of Directors and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion stockholders of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement Company and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Subsidiaries authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of this Agreement and the other documents to be delivered by such Person in connection herewith and therewithRelated Documents;
(viiib) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete A copy of the charter, certificate Company's and each of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party its Subsidiaries' corporate charter certified as of a recent date not more than 30 days prior to by the Effective Date by an appropriate official Secretary of State and the secretary of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionpertinent corporation;
(xiic) a A copy of the Governing Documents by-laws of each Loan Party, together with all amendments thereto, certified as of the Effective Date Company and each of its Subsidiaries certified, in each case, by an Authorized Officer the secretary of such Loan Partythe pertinent corporation;
(xiiid) an opinion A certificate issued by the appropriate Secretary of ▇▇▇▇▇ Lovells, counsel to State of the Loan Partiesstate of incorporation of the Company and each of its Subsidiaries certifying that the Company or such Subsidiary, as to the case may be, is in good standing in such customary matters as the Agents may reasonably requeststate;
(xive) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate True and correct copies of an Authorized Officer of each Loan Partyall consents, certifying as to the matters set forth instruments and other documents specified in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) SCHEDULE 2.2 attached hereto which have not otherwise been made available for review by an Authorized Officer of the Ultimate Parent;
(xixf) a A certificate signed by the President and Chief Financial Officer of the chief financial officer of Funko Holdings certifying as Company to the solvency effect that, after the transactions contemplated hereby and by the Related Documents have been consummated: (i) the present fair saleable value of the Borrowers assets of the Company and its Subsidiaries on a consolidated basis exceed their liabilities on a consolidated basis, (taken ii) the Company and its Subsidiaries have not been left with unreasonably small capital with which to engage in their respective businesses for the foreseeable future; and (iii) the Company and its Subsidiaries on a consolidated basis have not incurred, and do not and should not anticipate incurring, debts beyond their ability to pay such debts as a whole), which certificate they mature;
(g) All other certificates and other documents reasonably requested by Parent in writing at least two (2) days before the Closing Date. The form and substance of all such certificates and other documents hereunder shall be reasonably satisfactory in form all respects to Parent and substance to the Collateral Agentits counsel;
(xxh) evidence The Escrow Agreement; and
(i) A copy of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestShareholder Representative Appointment Agreement.
Appears in 2 contracts
Sources: Merger Agreement (MJD Communications Inc), Merger Agreement (MJD Communications Inc)
Delivery of Documents. The Collateral Agent following documents, shall have received on been delivered to Purchaser:
(A) this Agreement, ▇▇▇▇ completed and executed by each of the parties hereto;
(B) the Fee Letter, ▇▇▇▇ completed and executed by each of the parties thereto;
(C) the Custodial Agreement, ▇▇▇▇ completed and executed by each of the parties thereto;
(D) the Collection Account Control Agreement;
(E) the Guaranty, ▇▇▇▇ completed and executed by each of the parties thereto;
(F) the Servicing Agreement, ▇▇▇▇ completed and executed by each of the parties thereto;
(G) the Servicer Letter, ▇▇▇▇ completed and executed by each of the parties thereto;
(H) the Equity Pledge Agreement, duly completed and executed by each of the parties thereto;
(I) the Originator Pledge Agreement, duly completed and executed by each of the parties thereto;
(J) any and all consents and waivers applicable to Seller or before to the Effective Date Purchased Assets;
(K) a power of attorney from Seller substantially in the followingform of Exhibit IV hereto, each duly completed and executed;
(L) a UCC financing statement for filing in the UCC Filing Jurisdiction of Seller, naming Seller as “Debtor” and Purchaser as “Secured Party” and describing as “Collateral” “all assets of Debtor, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, and all proceeds and all products thereof” (the “Seller Financing Statement”);
(M) a UCC financing statement for filing in the UCC Filing Jurisdiction of Pledgor, naming Pledgor as “Debtor” and Purchaser as “Secured Party” and describing as “Collateral” all of the items set forth in the definition of Equity Pledged Collateral (the “Pledgor Financing Statement”);
(N) a UCC financing statement for filing in the UCC Filing Jurisdiction of Originator, naming Originator as “Debtor” and Purchaser as “Secured Party” and describing as “Collateral” all of the items set forth in the definition of Originator Pledged Collateral (the “Originator Financing Statement”);
(O) opinions of outside counsel to the Seller Parties in form and substance reasonably satisfactory acceptable to Purchaser (including, but not limited to, those relating to corporate matters, enforceability, applicability of the Collateral Agent andInvestment Company Act of 1940, unless indicated otherwiseincluding, dated the Effective Date:
(i) a Security Agreement, together with, with respect to the extent applicableSeller, the original stock certificates representing all of the Equity Interests▇▇▇▇▇▇▇ Rule, security interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferBankruptcy Code safe harbors);
(iiP) for each Seller Party, a UCC Filing Authorization Letter, together with good standing certificate dated within fourteen (A14) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory calendar days prior to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent Closing Date, certified true, correct and each Mortgage;
(iii) certified complete copies of request for organizational documents and certified true, correct and complete copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred resolutions (or similar authority documents) with respect to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the Transaction Documents and each other documents document to be delivered by such Person party from time to time in connection herewith and therewithherewith;
(viiiQ) a Perfection evidence acceptable to Purchaser from Custodian that Custodian is in possession of the Seller Certificate, duly executed by the parties thereto;; and
(ixR) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties further documents and documentation as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestPurchaser shall require.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Fortress Credit Realty Income Trust), Master Repurchase Agreement (Fortress Credit Realty Income Trust)
Delivery of Documents. The Collateral Agent shall have received on (a) At or before the Effective Date the following, each in form and substance reasonably satisfactory prior to the Collateral Agent andtime of filing the Final Prospectus, unless indicated otherwisethe Company shall deliver or cause to be delivered to the Agents and the Agents’ counsel, dated at the Effective Daterespective times indicated, the following documents:
(i) a Security Agreement, together with, to copy of the extent applicablePreliminary Prospectus, the original stock certificates representing all of the Equity InterestsFinal Prospectus, and all promissory notes any Prospectus Amendment in each case in the English language, signed and certified by the Company as required to be pledged thereunder, accompanied by undated stock powers executed the Canadian Securities Laws applicable in blank and other proper instruments of transferthe Qualifying Jurisdictions;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion copy of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageU.S. Offering Memorandum;
(iii) certified copies a copy of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are other document required to be filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral AgentCompany under Canadian Securities Laws in connection with the Offering, shall cover including without limitation any of the Collateral (other than Permitted Liens) marketing materials and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Lienstemplate versions thereof;
(iv) a “long-form” comfort letter of DNTW Toronto LLP dated the Collateral Assignmentdate of the Final Prospectus (with the requisite procedures to be completed by such auditors no earlier than two Business Days prior to the date of the Final Prospectus) addressed to the Agents and the directors of the Company, duly executed in form and substance satisfactory to the Agents, acting reasonably, with respect to certain financial and accounting information relating to the Company contained or incorporated by reference in the Buyer;Final Prospectus, which letter shall be in addition to the auditors’ report contained in the Final Prospectus and any auditors’ comfort letters addressed to the Canadian Securities Regulators; and
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as letter from the TSX-V advising the Company that conditional approval of the Effective Date by an Authorized Officer thereof, authorizing listing of the common shares of the Company (Aincluding all of the Securities) the borrowings hereunder and the transactions contemplated has been granted by the Loan Documents TSX-V, subject only to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery satisfaction of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall customary conditions set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted]out therein.
(xvb) [Intentionally Omitted].;During the period from the date of this Agreement until the later of the Closing Date and the date of completion of distribution of the Securities under the Final Prospectus:
(xvii) [Intentionally Omitted]in the event that the Company is required by Canadian Securities Laws (as a result of a change in Canadian Securities Laws or otherwise) to prepare and file a Prospectus Amendment or a Marketing Materials Amendment, the Company shall prepare and deliver promptly to the Agents signed and certified (other than by the Agents) copies of such Prospectus Amendment or Marketing Materials Amendment. Concurrently with the delivery of any Prospectus Amendment, the Company shall deliver to the Agents, with respect to such Prospectus Amendment, documents similar to those referred to in Sections 7(a)(iv), and in connection with any such Prospectus Amendment, shall prepare and deliver to the Agents a corresponding Offering Memorandum Amendment; and
(ii) in the event that the Company is required by United States Securities Laws (as a result of a change in United States Securities Laws or otherwise) to prepare and file an Offering Memorandum Amendment, the Company shall prepare and deliver promptly to the Agents such Offering Memorandum Amendment.
(xviic) a certificate The Company shall permit the Agents to review and participate in the preparation of an Authorized Officer of each Loan Partyany Offering Document Amendment or Marketing Materials Amendment, certifying as to it being understood and agreed that no Prospectus Amendment or Marketing Materials Amendment will be filed with any Canadian Securities Regulator, and no Offering Memorandum Amendment distributed, without first obtaining the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as approval of the Effective Date as complying Agents and their counsel, after consultation with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage Agents with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestcontent thereof.
Appears in 2 contracts
Sources: Agency Agreement (New Found Gold Corp.), Agency Agreement (New Found Gold Corp.)
Delivery of Documents. The Collateral Subordination Agent on behalf of each such Applicable Pass Through Trustee shall have received on executed counterparts or before conformed copies of the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Datefollowing documents:
(i) a Security this Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageTrust Indenture;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liensinitial Trust Indenture Supplement;
(iv) the Collateral Assignment, duly executed broker's report and insurance certificates required by Section 4.06 of the BuyerTrust Indenture;
(v) the Intercompany Subordination Consent and Agreement and the Engine Consent and Agreement, duly executed by each Loan Party;
(vi) the Flow Bills of Funds Agreement, duly executed by each party; theretoSale;
(vii) (A) a copy of the Certificate of Incorporation and By-Laws of Owner and resolutions of the board of directors of Owner and/or the executive committee thereof, in each Loan Party, case certified as of the Effective Date by an Authorized Officer thereofClosing Date, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is Secretary or will be a partyan Assistant Secretary of Owner, and (B) duly authorizing the execution, delivery and performance by such Loan Party Owner of each Loan Document the Operative Agreements to which such Loan Party it is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents required to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days Owner on or prior to the Effective Closing Date as to in accordance with the subsistence in good standing of, provisions hereof and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements thereof; and (B) an incumbency certificate of Owner as to the financial projections described in Section 6.01(g)(iiperson or persons authorized to execute and deliver the Operative Agreements on behalf of Owner;
(viii) hereofan Officer's Certificate of Owner, certified dated as of the Effective Date as complying with the Closing Date, stating that its representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer this Agreement are true and correct as of the Ultimate Parent;
Closing Date (xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents andor, to the extent requested by the Collateral Agentthat any such representation and warranty expressly relates to an earlier date, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof as of such earlier date);
(ix) the Financing Statements;
(x) the following opinions of counsel, in each case dated the Closing Date:
(A) an opinion of H▇▇▇▇▇ H▇▇▇▇▇▇ & R▇▇▇ LLP, special counsel to Owner, substantially in the form of Exhibit A;
(B) an opinion of Owner's Legal Department, substantially in the form of Exhibit B;
(C) an opinion of M▇▇▇▇▇ ▇▇▇▇▇ LLP, special counsel to Mortgagee and to the Applicable Pass Through Trustees, substantially in the form of Exhibit C;
(D) an opinion of L▇▇▇▇ ▇▇▇▇▇ & C▇▇▇▇▇, special counsel in Oklahoma City, Oklahoma, substantially in the form of Exhibit D; and
(xi) a copy of a current, valid Standard Certificate of Airworthiness for the Aircraft duly issued by an Authorized Officer of the Administrative BorrowerFAA, together with a certificate copy of an Authorized Officer a duly executed application for registration of the Administrative Borrower stating that such agreements remain Aircraft with the FAA in full force and effect and that none the name of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestOwner.
Appears in 2 contracts
Sources: Note Purchase Agreement (United Airlines, Inc.), Participation Agreement (Continental Airlines Inc /De/)
Delivery of Documents. The Collateral Agent Seller shall have received on delivered the following documents, agreements and instruments to Buyer:
(a) Bill of Sale executed by Seller;
(b) Assignme▇▇ ▇nd Assumption Agreement executed by Seller;
(c) one or before more assignments of trademarks, in a form reasonably acceptable to Buyer and Seller, covering each of the Effective Date trademarks described in SCHEDULE 2.1.6 of the followingDisclosure Schedule, each in due form for recordation with the appropriate Governmental Body and executed by Seller;
(d) the Debt Exchange and Stock Purchase Agreement regarding certain related party debt, a form of which is attached hereto as EXHIBIT 8.5(d) ("DEBT EXCHANGE AGREEMENT"), executed by the parties thereto other than Buyer;
(e) the Brewery Facility Lease and the Alehouse Facility Lease, forms of which are attached hereto as EXHIBITS 8.5(e)(1) and (2), executed by the parties thereto other than Buyer, together with an executed Subordination, Non-Disturbance and Attornment Agreement, in recordable form and otherwise in a form reasonably acceptable to Buyer, from Sterling Savings Bank, the lender holding the mortgage or deed of trust relating to the Real Estate Facility;
(f) employment agreements with Jerome Chicvara, Mark Carver, Brett Porter and Eric Starr in such for▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇ab▇▇ ▇▇▇▇▇▇▇▇le ▇▇ ▇▇▇▇▇ ▇▇d eac▇ ▇▇ ▇▇▇ ▇arties thereto;
(g) the Voting Agreements, in the form attached hereto as EXHIBIT 8.5(g), executed by the MacTarnahan Portland Brewing Company Voting Trust;
(h) the Escrow Agreement, in the form attached hereto as EXHIBIT 8.5(h), executed by the parties thereto other than Buyer;
(i) any and all certificates of title relating to Personal Property included within the Assets;
(j) written consent to assignment (in form and substance reasonably satisfactory to Buyer) of all agreements listed on SCHEDULE 8.5(j) of the Collateral Agent Disclosure Schedule; and, unless indicated otherwise, dated the Effective Date:
(ik) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary orNoncompete Agreements, in the opinion of the Collateral Agentform attached as EXHIBIT 8.5(k), desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder Scott MacTarnahan and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted]Robert MacTarnahan.
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Pyramid Breweries Inc), Asset Purchase Agreement (Pyramid Breweries Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, duly executed by the Borrower;
(ii) the Guarantor Security Agreement, duly executed by the Equity Guarantor, together with, to the extent applicable, with the original stock certificates representing all of the common stock of the Borrower owned by the Equity Interests, and all promissory notes required to be pledged thereunderGuarantor, accompanied by undated stock transfer powers executed in blank and other proper instruments of transfer;
(iiiii) each Individual Guaranty, duly executed by the applicable Individual Guarantor;
(iv) a UCC Filing Authorization Letter, duly executed by the Borrower and the Equity Guarantor, together with (A) appropriate financing statements on Form UCC-1, UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each created by the Security Agreement and the Guarantor Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgagestatements;
(iiiv) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Credit Party and the Originator and which are filed in the offices referred to in paragraph (iiiv) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(ivvi) the Collateral AssignmentMaster Participation Agreement, duly executed by the BuyerOriginator and the Borrower;
(vvii) the Intercompany Subordination AgreementCollateral Value Policy, duly executed by each Loan Partythe Collateral Value Insurer and in full force and effect;
(viviii) the Flow of Funds AgreementContingent Collateral Value Policy, duly executed by each party; theretothe Contingent Collateral Value Insurer and in full force and effect;
(viiix) a copy of the resolutions of each Loan Partythe Equity Guarantor, the Borrower and the Originator, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents and the Transaction Documents to which such Loan Party Person is or will be a party, and (B) the execution, delivery and performance by such Loan Party Person of each Loan Document and Transaction Document to which such Loan Party Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixx) a certificate of an Authorized Officer of each Loan Partythe Equity Guarantor, the Borrower and the Originator, certifying the names and true signatures of the representatives of such Loan Party the Equity Guarantor, the Borrower and the Originator authorized to sign each Loan Document and Transaction Document to which such Loan Party Person is or will be a party and the other documents to be executed and delivered by such Loan Party Person in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxi) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction of foreign qualification of each Loan Party the Equity Guarantor, the Borrower and the Originator certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing ofof the Equity Guarantor, the Borrower and the payment of taxes by, such Loan Party Originator in such jurisdictions;
(xixii) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party the Equity Guarantor, the Borrower and the Originator certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party the Equity Guarantor, the Borrower and the Originator which shall set forth the same complete name of such Loan Party Person as is set forth herein and the organizational number of such Loan PartyPerson, if an organizational number is issued in such jurisdiction;
(xiixiii) a copy of the Governing Documents of each Loan Partythe Equity Guarantor, the Borrower and the Originator, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Partythe Equity Guarantor, the Borrower and the Originator;
(xiiixiv) an opinion opinions of ▇▇▇▇▇ Lovells& ▇▇▇▇▇▇▇, LLP and ▇▇▇▇▇ Lord Bissell & Liddell LLP counsel to the Loan PartiesCredit Parties and the Originator, in form and substance satisfactory to the Agents, and as to such customary other matters as the Agents Collateral Agent may reasonably request, including, without limitation, non-consolidation, true sale and true participation opinions;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Partythe Equity Guarantor, the Borrower and the Originator, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)5.01;
(xviiixvi) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate ParentImperial;
(xixxvii) a certificate of the chief financial officer of Funko Holdings the Borrower and the Originator, certifying as to the solvency of the Borrowers (taken as a whole)Borrower and the Originator, which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxviii) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties Borrower as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixix) evidence a certificate of an Authorized Officer of the payment in full of all Indebtedness under Equity Guarantor, the Existing Credit FacilitiesBorrower and the Originator, together with (A) a termination certifying the names and release agreement or deed of release (as applicable) with respect to each true signatures of the Existing Credit Facilities persons that are authorized to provide Notices of Borrowing and all related documentsother notices under this Agreement, the other Loan Documents and the Transaction Documents;
(xx) the Collateral Agency Agreement, duly executed by the applicable Loan Parties Originator, the Borrower, the Insurance Collateral Agent and the Existing LendersCollateral Agent;
(xxi) the Initial Servicing Agreement, (B) a termination of security interest in intellectual property for each assignment for security recorded duly executed by the Existing Lenders at Borrower and the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralInitial Servicer;
(xxii) copies of the Acquisition Transaction Documents and, to the extent requested by the Collateral Agent, of and the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties Borrower has not breached or defaulted in any of its obligations under such agreements;
(xxiii) such depository account, blocked account, lockbox account and similar agreements and other customary documents, each in form and substance satisfactory to the Agents, as the Agents may request with respect to the Borrower’s cash management system; and such other agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 2 contracts
Sources: Financing Agreement (Imperial Holdings, LLC), Financing Agreement (Imperial Holdings, LLC)
Delivery of Documents. The Collateral Agent Lender shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Lender and, unless indicated otherwise, dated the Effective Date:
: (i) the Revolving Credit Note, in the form of Exhibit A, payable to the order of the Lender, duly executed by the Borrower; (ii) a Security Agreement, in the form of Exhibit C, duly executed by the Borrower; (iii) a Security Agreement, in the form of Exhibit D, duly executed by each Unrestricted Guarantor; (iv) a Security Agreement, in the form of Exhibit E, duly executed by each Restricted Guarantor; (v) such collateral access agreements from lessors, warehousemen, bailees and other third persons as the Lender may require; (vi) the Contribution Agreement, in the form of Exhibit B, duly executed by each of the parties thereto; (vii) the Subordination Agreements, in the form of Exhibit K, duly executed by each of the parties listed on Schedule 1.01(B); (viii) a Pledge Agreement, in the form of Exhibit F, duly executed by Red Top Gas, Inc., together with, to the extent applicable, the with (A) such original stock certificates or other certificated securities or instruments representing all of the Equity InterestsCapital Stock of each Subsidiary of Red Top Gas, Inc., and all promissory notes required to be pledged thereunder, accompanied by (B) undated stock powers executed in blank and other proper instruments of transfer;
blank; (ii) a UCC Filing Authorization Letter, together with (Aix) appropriate financing statements on Form UCC-1, duly executed by the Borrower and each other Loan Party and duly filed in such office or offices as may be necessary or, in the opinion of the Collateral AgentLender, desirable to perfect the security interests purported to be created by each the Security Agreement Agreements and the Pledge Agreement; (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iiix) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party or any of its Subsidiaries and which are filed in the offices referred to in paragraph (iiix) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral AgentLender, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral AgentLender, shall not show any such Liens;
; (iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viixi) a copy of the resolutions of each Loan Partythe board of directors of the Borrower, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party the Borrower is or will be a party, and (B) the execution, delivery and performance by such Loan Party the Borrower of each Loan Document and the execution and delivery of the other documents to be delivered by the Borrower in connection herewith and therewith; (xii) a copy of the resolutions of the board of directors of each Guarantor, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the guarantee by such Guarantor of the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party Guarantor is or will be a party party, and (B) the execution and delivery by such Guarantor of each Loan Document and the execution and delivery of the other documents to be delivered by such Person Guarantor in connection herewith and therewith;
; (viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxiii) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
; (xxiv) a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party and each other state of foreign qualification certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
states, together with confirmation by telephone or telegram (xiwhere available) on the Effective Date from such official(s) as to such matters; (xv) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
; (xiixvi) a copy of the Governing Documents charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;; (xvii)
(xiiiA) an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ Lovells& ▇▇▇▇ LLP, special counsel to the Loan Parties, as to such customary matters as the Agents Lender may reasonably request;
, and (xivB) [Intentionally Omitted].
an opinion of ▇▇▇▇▇▇▇▇ Petzall & ▇▇▇▇▇▇▇▇, L.L.C., general counsel to the Loan Parties, as to such matters as the Lender may reasonably request; (xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixviii) a certificate of an Authorized Officer of each Loan Partythe Borrower, certifying as to the matters set forth in subsection (b) of this Section 5.01(b);
4.01; (xviiixix) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereofStatements, certified as together with a certificate of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate Borrower setting forth all existing Indebtedness, pending or threatened litigation or claims and other contingent liabilities of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form Borrower and substance to the Collateral Agent;
its Subsidiaries; (xx) evidence of the insurance coverage required by Section 7.01 and 6.01(h) of the terms of each Security Agreement Agreements and such other insurance coverage with respect to the business and operations of the Loan Parties Borrower and its Subsidiaries as the Collateral Agent Lender may reasonably request, in each case, where reasonably requested by the Collateral AgentLender, with such endorsements indorsements as to the named insureds or loss payees thereunder as the Collateral Agent Lender may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice to the Collateral Agent Lender and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent Lender may request;
; (xxi) evidence [intentionally omitted]; (xxii) a certificate of an Authorized Officer of the payment in full of all Indebtedness under Borrower, certifying the Existing Credit Facilities, together with (A) a termination names and release agreement or deed of release (as applicable) with respect to each true signatures of the Existing Credit Facilities persons that are authorized to provide Notices of Borrowings and all related documents, duly executed by the applicable Loan Parties other notices under this Agreement and the Existing Lenders, other Loan Documents; (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxiixxiii) copies of the Acquisition Documents andMaterial Contracts, to including, without limitation, the extent requested by the Collateral AgentIndentures, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has Borrower and its Subsidiaries have not breached or defaulted in any of its their obligations under such agreements;
; (xxiiixxiv) a termination and release agreement with respect to the Existing Credit Agreement and all related documents, duly executed by the Borrower and the Existing Lender, together with UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lender and covering any portion of the Collateral; (xxv) such depository account, blocked account, lockbox account and similar agreements and other documents, each in form and substance reasonably satisfactory to the Lender, as the Lender may request with respect to each Loan Party's cash management systems; and (xxvi) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Lender in form and substance, as the Collateral Agent Lender may reasonably request.
Appears in 1 contract
Delivery of Documents. The Administrative Agent and --------------------- the Collateral Agent shall have received on or before the Fourth Amendment Effective Date (or in the case of clause (ii) below the Loan Parties shall have used their commercially reasonable efforts to cause such delivery) the following, each in form and substance reasonably satisfactory to each of the Administrative Agent and the Collateral Agent and, unless indicated otherwise, dated on or as of the Fourth Amendment Effective Date:
(i) a Security Agreementexecuted counterparts of this Amendment, together with, to duly executed by each of the extent applicableLenders, the original stock certificates representing all of Borrowers, each Guarantor, the Equity InterestsDocumentation Agent, the Administrative Agent, the Collateral Agent and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferthe Issuer;
(ii) a UCC Filing Authorization Letterwith respect to each Principal Property (including, together with without limitation, each Additional Principal Property, but excluding the Krummrich Property), (A) appropriate financing statements on Form UCC-1if such Principal Property is located in a state that assesses mortgage taxes, duly filed a notice of order of the Bankruptcy Court referenced in such office or offices as may be necessary orsubsection (a) above (together with a certified copy of said order), in the opinion of the Collateral Agentrecordable form, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory if such Principal Property is located in a state that does not assess mortgage taxes, an amendment to the Collateral Agent of the filing of Mortgage for such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyerapplicable Loan Party and in recordable form, (C) a modification endorsement to the title policy for such property and (D) a date-down endorsement to the title policy for such property (which date-down endorsement may be combined with the modification endorsement into a single endorsement) or, in cases where such endorsement cannot be obtained at a reasonable cost, an updated title search and/or a date-down letter from the title insurance company, in each case indicating no Liens other than Permitted Liens;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viiiii) a copy of the resolutions of each Loan Party, certified as of the Fourth Amendment Effective Date by a Secretary or an Authorized Officer Assistant Secretary thereof, authorizing (A) the borrowings hereunder and the other transactions contemplated by the Financing Agreement as amended hereby and the other Loan Documents delivered in connection herewith to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of this Amendment and each other Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixiv) a certificate of a Secretary or an Authorized Officer Assistant Secretary of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xv) to the extent required by the Collateral Agent, a certificate of the appropriate official(s) of the state or other applicable jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true states and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Fourth Amendment Effective Date, together, if requested by the Collateral Agent, with confirmation by telephone or telecopy (where available) on the Fourth Amendment Effective Date by an appropriate official of the jurisdiction of organization of from such Loan Party which shall set forth the same complete name of official(s) as to such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionmatters;
(xiivi) a copy of the Governing Documents charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan Party, together with all amendments thereto, certified as of the Fourth Amendment Effective Date by a Secretary or an Authorized Officer Assistant Secretary of such Loan Party;
(xiiivii) an opinion of ▇▇▇▇▇▇▇▇ Lovells& ▇▇▇▇▇ LLP, counsel to the Loan Parties, as in form and substance reasonably satisfactory to such customary matters as the Agents may reasonably requestAdministrative Agent;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviiviii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in clauses (c) and ----------- (d) of this Section 5.01(b);4.01; --- ------------
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds Secretary or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer Assistant Secretary of the Administrative Borrower, together with a certificate of an Authorized Officer certifying the names and true signatures of the Administrative Borrower stating persons that such agreements remain in full force are authorized to provide Notices of Borrowing and effect all other notices under the Financing Agreement and that none of the other Loan Parties has breached or defaulted in any of its obligations under such agreementsDocuments;
(xxiiix) the Loan Parties' draft 2005 audited financial statements;
(xi) a Notice of Borrowing in respect of the New Term Loan B Loan delivered at least three Business Days prior to the Fourth Amendment Effective Date and otherwise conforming to the requirements of Section 2.02 of the Financing Agreement; and
(xii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Administrative Agent in form and substance, as the Collateral Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Financing Agreement (Solutia Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Second Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Second Amendment Effective Date:
(i) a Security Agreementthis Amendment, together withduly executed by the Obligors, to Agent and the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferrequisite Lenders;
(ii) certificates, in form and substance reasonably satisfactory to it, from a UCC Filing Authorization LetterSenior Officer of the Obligors (or another officer or director reasonably acceptable to Agent) certifying that, together with after giving effect to the increase and other transactions hereunder, (A) appropriate financing statements on Form UCC-1the Obligors, duly filed in such office or offices taken as may be necessary ora whole, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and are Solvent; (B) evidence reasonably satisfactory to no Default or Event of Default shall have occurred and be continuing on the Collateral Agent Second Amendment Effective Date or result from the Amendment becoming effective in accordance with its terms; and (C) the representations and warranties of each Obligor in this Amendment, the filing Amended Loan Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifications therein), except for representations and warranties that expressly apply only on an earlier date, which shall be true and correct in all material respects (without duplication of any materiality qualifications therein) as of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgagedate;
(iii) certified copies a certificate of request for copies a duly authorized officer of information on Form UCC-11each Obligor, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph certifying (iiA) above, together with that attached copies of such financing statementsObligor’s Organic Documents (and, none in the case of whichHelix Offshore Ltd., such Obligor's statutory registers) are true and complete, and in full force and effect, without amendment except as shown (provided, that in lieu of attaching copies of bylaws, limited liability company agreements, operating agreements and the like, such documents may be certified as to no changes since the date last delivered and certified to Agent); (B) that an attached copy of resolutions (in the case of any U.K. Domiciled Obligor, of both its board of directors and its members) authorizing execution and delivery of this Amendment (and all other documents and notices or intimations connected hereto) is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this Amendment; and (C) to the title, name and signature of each Person authorized to sign this Amendment. Agent may conclusively rely on this certificate until it is otherwise agreed notified by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to applicable Obligor in writing by the Collateral Agent, shall not show any such Liens;writing;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying good standing certificates as of a recent date not more than 30 days prior to for each Obligor, issued by the Effective Date as to the subsistence in good standing of, and the payment Secretary of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership State or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the such Obligor’s jurisdiction of organization and clear insolvency and winding up searches in respect of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;non-U.S. Obligors; and
(xiiv) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an written opinion of ▇▇▇▇▇ Lovells▇▇▇▇, LLP, counsel to the Loan PartiesU.S. Obligors and Maslon LLP, as local Minnesota counsel to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of Helix, each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance reasonably satisfactory to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 Agent and the terms of each Security Agreement and such other insurance coverage with respect addressed to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestLender.
Appears in 1 contract
Sources: Loan, Security and Guaranty Agreement (Helix Energy Solutions Group Inc)
Delivery of Documents. (a) The Collateral Borrower has previously made available to the Administrative Agent shall have received true, correct and complete copies of all real property leases or subleases, easement agreements, option agreements and other agreements, instruments and documents (whether or not recorded) that encumber or otherwise affect the real property listed on Schedules 4.22(a) and 4.22(b).
(b) On or before prior to the Effective Date the followingClosing Date, each in form Lender has received complete certified copies (as certified to by the Secretary or an Assistant Secretary of the Borrower) of the KPR Purchase Agreement and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security TNT Purchase Agreement, together withincluding in each case all exhibits, schedules and disclosure letters referred to the extent applicable, the original stock certificates representing all of the Equity Intereststherein or delivered pursuant thereto (if any), and all promissory notes required to be pledged thereunderamendments thereto, accompanied by undated stock powers executed in blank waivers relating thereto and other proper instruments side letters or agreements affecting the terms thereof in existence as of transfer;
December 4, 1995. On or prior to the Closing Date, the Administrative Agent has received complete certified copies (ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office as certified to by the Secretary or offices as may be necessary or, in the opinion an Assistant Secretary of the Collateral AgentBorrower) of all exhibits, desirable to perfect the security interests purported to be created by each Security Agreement schedules and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices disclosure letters referred to in paragraph the KPR Purchase Agreement or the TNT Purchase Agreement or delivered pursuant thereto (ii) aboveif any), together with copies and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof, executed on or after December 5, 1995. None of such financing statementsdocuments and agreements has been amended, none of whichsupplemented or otherwise modified in any respect, except as otherwise agreed by the Collateral Agent, shall cover nor have any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which resultsprovisions thereof been waived, except as otherwise agreed pursuant to in writing a written agreement or instrument that has heretofore been consented to by the Collateral Agent, shall not show any such Liens;Required Lenders.
(ivc) the Collateral Assignment, The KPR Purchase Agreement has been duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith each party thereto and therewith, together with evidence each of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization andmaterial terms and provisions thereof is in full force and effect. Except as set forth on Schedule 4.24(c), except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse EffectBorrower's knowledge, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties of the Seller set forth in Section 6.01(g)(ii) by an Authorized Officer the KPR Purchase Agreement is true and correct on and as of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form date hereof. The TNT Purchase Agreement has been duly executed and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required delivered by Section 7.01 each party thereto and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities material terms and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies provisions thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain is in full force and effect and that none effect. Except as set forth on Schedule 4.24(c), to the Borrower's knowledge, each of the Loan Parties has breached or defaulted representations and warranties of the Seller set forth in any the TNT Purchase Agreement is true and correct on and as of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestdate hereof.
Appears in 1 contract
Delivery of Documents. The Collateral Administrative Agent and (other than in the case of clause (v)) the Lenders shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Lenders and, unless indicated otherwise, dated the Effective Date:
(i) this Agreement, duly executed by the parties hereto;
(ii) the Intercompany Subordination Agreement, duly executed by each of the parties thereto;
(iii) the Effective Date Acquisition Collateral Assignment, duly executed by each of the parties thereto;
(iv) the Flow of Funds Authorization, duly executed by each of the parties thereto;
(v) the Perfection Certificate, duly executed by the Borrower;
(vi) the Fee Letter, duly executed by the Borrower;
(vii) a Security Agreement, duly executed by each Loan Party, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, common stock or certificated membership interests of such Loan Party’s subsidiaries required to be pledged thereunder and all intercompany promissory notes of such Loan Parties required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(iiviii) a UCC Filing Authorization Letter, together with the Warrant duly executed by the Borrower;
(Aix) appropriate financing statements on Form UCC-1, the UK Security Documents duly filed in such office or offices as may be necessary or, in executed by the opinion of the Collateral Agent, desirable to perfect the security interests parties purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgageparties thereto;
(iiix) certified copies Dutch Security Documents duly signed by the parties purported to be parties thereto and the Belgian Security Documents duly signed by the parties purported to be parties thereto;
(xi) Assignments for Security, with respect to the Intellectual Property duly executed by each relevant Loan Party;
(xii) [reserved];
(xiii) results of request for copies of information on Form UCC-11Lien searches, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) abovethe Perfection Certificate, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral AgentRequired Lenders and Permitted Liens, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral AgentRequired Lenders and Permitted Liens, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viixiv) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings or guaranty hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxv) a certificate of an Authorized Officer of each Loan PartyParty (other than the UK Obligors), certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxvi) a true and complete copy of the charter, certificate of the appropriate official(s) formation, certificate of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification limited partnership or other publicly filed organizational document of each Loan Party certifying (other than the UK Obligors) certified as of a recent date not more than 30 days prior to the Effective Date as to by an appropriate official of the subsistence in good standing of, and the payment jurisdiction of taxes by, organization of such Loan Party or, with respect to the Dutch Loan Party and the Belgian Loan Party certified by an Authorized Officer, which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionsjurisdiction;
(xixvii) a certificate of an Authorized Officer of each Loan Party (other than the UK Obligors), certifying as to a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiixviii) a copy of the Governing Documents of each Loan PartyParty (other than the UK Obligors), together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiixix) an opinion of ▇▇▇▇▇▇▇▇▇ Lovells& ▇▇▇▇▇▇▇▇, LLP, counsel to the Loan PartiesParties with respect to U.S. law, as of NautaDutilh N.V., Dutch counsel to such customary matters as the Agents may reasonably requestLoan Parties with respect to Dutch law and Belgian counsel to the Loan Parties with respect to Belgian law;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixx) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in subsection (b), (e) and (g) of this Section 5.01(b)5.01;
(xviiixxi) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;Statements;
(xixxxii) a certificate of the chief financial officer of Funko Holdings the Borrower, certifying on behalf of the Loan Parties, as to the solvency of the Borrowers Loan Parties (taken as on a wholeconsolidated basis), which certificate shall be reasonably satisfactory in form and substance to the Collateral AgentRequired Lenders;
(xxxxiii) evidence of the insurance coverage required by Section 7.01 7.01(h) and the terms of each Security Agreement Document and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent Required Lenders may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payeeRequired Lenders, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent Required Lenders may reasonably request;
(xxixxiv) concurrently with the making of the initial Loans, evidence of the payment in full of all Indebtedness under (i) that certain Accounts Receivable Financing Agreement, dated as of September 30, 2020, between Boxlight Inc., EOS EDU LLC and Sallyport Commercial Finance, LLC (“Sallyport”), as amended, and the Existing Credit FacilitiesRevolving Inventory Loan Addendum to the Accounts Receivable Financing Agreement, dated as of December 16, 2021 (collectively, the “Sallyport Agreements”), together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Sallyport Agreements, all security agreements related thereto and all other related documents, duly executed by the applicable Loan Parties and Sallyport and (B) UCC-3 termination statements for all UCC-1 financing statements authorized to be filed by the Existing Lendersapplicable Loan Parties, and (ii) with respect to the Barclays Facility, (A) a termination and release agreement with respect to the Barclays Facility and all related documents, duly executed by the Loan Parties, and the agents and lenders with respect to termination of the Barclays Facility, (B) if applicable, a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders any Person at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and that constitutes Collateral; and
(Cxxv) UCC-3 termination statements for all UCC-1 financing statements filed by concurrently with the Existing Lenders and covering any portion making of the Collateral;
(xxii) copies initial Loans, evidence of the Acquisition Documents and, payment in full of all Indebtedness under the ▇▇▇▇ Note and to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, any ▇▇▇▇ Lender together with a certificate of an Authorized Officer of termination and release agreement with respect to the Administrative Borrower stating that such ▇▇▇▇ Note, all agreements remain in full force related thereto and effect and that none of all other related documents, duly executed by the applicable Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request▇▇▇▇ Lenders.
Appears in 1 contract
Sources: Credit Agreement (Boxlight Corp)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC‑1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(iv) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(v) the Intercompany Subordination Agreement, duly executed by each Loan PartyDisbursement Letter;
(vi) the Flow of Funds Intercompany Subordination Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the Effective Date by an Authorized Officer incumbency of such Loan Party;
authorized officers and (xiiiD) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiiviii) a certificate of the chief financial officer of Patriot (A) setting forth in reasonable detail the calculations required to establish compliance, on a pro forma basis after giving effect to the Loans, with each of the financial covenants contained in Section 7.03 (as if the covenants applicable to the quarter ending March 31, 2017 applied on the Effective Date), (B) certifying that all tax returns required to be filed by the Loan Parties have been filed and all taxes upon the Loan Parties or their properties, assets, and income (including real property taxes and payroll taxes) have been paid, except to the extent contested in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof on the Financial Statements in accordance with GAAP, (C) attaching a copy of (A) the Financial Statements and (B) the financial projections Projections described in Section 6.01(g)(ii) hereof, certified hereof and certifying as of to the Effective Date as complying compliance in all material respects with the representations and warranties set forth in Section 6.01(g)(i) and Section 6.01(g)(ii) by an Authorized Officer and (D) attaching a copy of the Ultimate Parentsolvency analysis provided by Duff & ▇▇▇▇▇▇ to the Board of Directors of Patriot;
(xixix) a certificate of the chief financial officer of Funko Holdings each Loan Party, certifying as to the solvency of the Borrowers such Loan Party (taken as a whole), which certificate shall be reasonably satisfactory in form and substance after giving effect to the Collateral AgentLoans made on the Effective Date);
(xxx) a certificate of an Authorized Officer of the Administrative Borrower certifying that (A) the attached copies of the Material Contracts as in effect on the Effective Date are true, complete and correct copies thereof and (B) such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xi) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xii) an opinion of BakerHostetler, counsel to the Loan Parties, as to such matters as the Collateral Agent may reasonably request;
(xiii) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and each Mortgage and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent;
(xiv) a collateral access agreement, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request in form and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice substance reasonably satisfactory to the Collateral Agent and Agent, executed by each such named insured or loss payeePerson who possesses Inventory of any Loan Party, together with evidence which Inventory has a fair market value in excess of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request$250,000;
(xxixv) evidence of the payment in full of all Indebtedness under the Existing Credit FacilitiesFacility, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a satisfaction of mortgage for each mortgage filed by the Existing Lender on each Facility, (C) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (CD) UCC-3 UCC‑3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;; and
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiixvi) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent Agents shall have received on or before the Effective Closing Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Agents and, unless indicated otherwise, dated the Effective DateClosing Date and, if applicable, duly executed by the Persons party thereto:
(i) a the Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage[reserved];
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liensa Perfection Certificate;
(iv) the Collateral Assignment, duly executed by the BuyerAgent Fee Letter;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) including a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a reasonably recent date not more than 30 days prior to the Effective Closing Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith and (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of the Borrower, including Notices of Borrowing, and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the Effective Date by an Authorized Officer incumbency of such Loan Partyauthorized officers;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixvii) a certificate of the chief financial officer of Funko Holdings Holdings, certifying as to the solvency of the Borrowers (Borrower and its Subsidiaries taken as a whole), which certificate shall be reasonably satisfactory in form and substance whole (after giving effect to the Collateral AgentTerm Loans and the other transactions to be consummated on the Closing Date) (or, at the Borrower’'s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing);
(xxviii) evidence a duly executed Notice of Borrowing;
(ix) to the extent that the concept is applicable in the relevant jurisdiction, a certificate of the insurance coverage required by Section 7.01 and appropriate official(s) of the terms jurisdiction of each Security Agreement and such other insurance coverage with respect organization certifying as of a reasonably recent date prior to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements Closing Date as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that subsistence in good standing of such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each Loan Party in such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may requestjurisdictions;
(xxix) evidence an opinion of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect Cravath, Swaine & ▇▇▇▇▇ LLP, New York counsel to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (CB) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion legal opinion of the Collateral;
(xxii) copies of the Acquisition Documents andlocal counsel in each jurisdiction in which a Loan Party is organized, to the extent such Loan Party is not covered by the opinion referenced in clause (A) above, as may be reasonably requested by the Collateral Administrative Agent, of in each case as to such matters regarding the other Material Contracts Loan Parties, this Agreement (including the Guaranty) and the Term Loans as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request, and the Loan Parties hereby request such opinions;
(xi) evidence of the consummation of the Payoff simultaneously or substantially concurrently with the funding of the Term Loans; and
(xii) (A) a termination in respect of the Existing Notes Intercreditor Agreement, (B) the Notes Junior Intercreditor Agreement and (C) the Pari Passu Intercreditor Agreement.
Appears in 1 contract
Delivery of Documents. The Collateral Administrative Agent and the Required Lenders (or their counsel) shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Required Lenders, Collateral Agent and Administrative Agent and, unless indicated otherwise, dated the Effective Date:
(i) this Agreement, duly executed by each of the parties hereto;
(ii) a Security Agreement, duly executed by each Loan Party, together with, to the extent applicable, with the original stock certificates representing all of the certificated Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(iiiii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, UCC-1 for each Loan Party organized in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement United States in form and (B) evidence reasonably substance satisfactory to the Collateral Agent of and the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageRequired Lenders;
(iiiiv) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such Liens (other than Permitted Liens;
(iv) the Collateral Assignment, duly executed by the Buyer);
(v) a Perfection Certificate;
(vi) the ULHL Acquisition Collateral Assignment;
(vii) the Disbursement Letter;
(viii) the Intercompany Subordination Agreement, duly executed by P▇▇▇▇▇ and each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties theretoits Subsidiaries;
(ix) the Origination Fee Letter;
(x) the Agent Fee Letter;
(xi) the Intercreditor Agreement;
(xii) [reserved];
(xiii) a duly executed extension agreement with respect to the SPAC Merger Agreement;
(xiv) a consent to the Revolving Credit Agreement;
(xv) a certificate of an Authorized Officer of each Loan Party, certifying in a form and substance customary to the names and true signatures of the representatives governing law of such Loan Party authorized certifying (A) as to sign each Loan Document to which copies of the Governing Documents of such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents and the other Transaction Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of the Administrative Borrower, including, without limitation, Notices of Borrowing and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the Effective Date by an Authorized Officer incumbency of such Loan Party;
authorized officers and (xiiiD) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiixvi) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereofwhere applicable, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings the Parent (A) certifying as to the solvency of the Borrowers (taken as Parent and its Subsidiaries on a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.consolidated basis,
Appears in 1 contract
Sources: Financing Agreement (Unique Logistics International, Inc.)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Agents and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreementthe Fee Letter, together with, to duly executed by the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferBorrower;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1the Ratification Agreement, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created executed by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageLoan Party;
(iii) a Funds Flow Agreement, duly executed by each Loan Party;
(iv) an amendment to, or an amendment and restatement of, the Agreement Re: Blocked Accounts dated as of June 30, 2006 among The CIT Group/Business Credit, Inc., as the administrative agent, Ableco, as the collateral agent, LaSalle Bank National Association, and PRG-S▇▇▇▇▇▇ USA;
(v) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements and PPSA registration statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) aboveParty, together with copies of such financing statements, none of which, except for Permitted Liens and as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except for Permitted Liens and as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Domestic Loan PartyParty (other than the PR Partnership), certified as of the Effective Date by an Authorized Officer a secretary or assistant secretary thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Domestic Loan Party is or will be a party, and (B) the execution, delivery and performance by such Domestic Loan Party of each Loan Document to which such Domestic Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixvii) a certificate of an Authorized Officer a secretary or assistant secretary of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xviii) a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Domestic Loan Party (other than the PR Partnership) certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Domestic Loan Party in such jurisdictionsstates (except, in the case of the states of foreign qualification, where the failure to be so qualified or in good standing, or to pay such taxes, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect);
(xiix) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Domestic Loan Party (other than the PR Partnership), certified (A) as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization of such Domestic Loan Party, and (B) by a secretary or assistant secretary of such Domestic Loan Party as being a true and complete copy of the publicly filed organizational document for such Domestic Loan Party, which shall set forth the same complete name of such Domestic Loan Party as is set forth herein and the organizational number of such Domestic Loan Party, if an organizational organized number is issued in such jurisdiction;
(xiix) with respect to each Domestic Loan Party (other than the PR Partnership, (A) a copy of the Governing Documents charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Domestic Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer a secretary or assistant secretary of such Domestic Loan Party, or (B) a certification from a secretary or assistant secretary of such Domestic Loan Party that the charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document has not been modified since the date of the Original Financing Agreement;
(xiiixi) an opinion of T▇▇▇▇▇▇▇ LovellsS▇▇▇▇▇▇ LLP, counsel to the Loan Parties, substantially in the form of Exhibit 5.01(d) and as to such customary other matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixii) a certificate of an Authorized Officer of each Loan Partythe Borrower, certifying as to the matters set forth in Section 5.01(b);
(xviiixiii) a copy of (A) the Financial Statements and Statements;
(Bxiv) a copy of the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixxv) a solvency certificate of the chief financial officer of Funko Holdings certifying as to the solvency Borrower in the form of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral AgentExhibit S-1;
(xxxvi) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral AgentAgreement, with such endorsements as to the named insureds or lender loss payees thereunder as the Collateral Agent Agents may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ days prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixvii) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating Borrower, certifying the names and true signatures of the persons that such agreements remain in full force are authorized to provide Notices of Borrowing, Letter of Credit Applications and effect all other notices under this Agreement and that none of the other Loan Documents;
(xviii) the Loan Parties has breached shall have received all material licenses, approvals or defaulted evidence of other actions required by any Governmental Authority in any connection with the execution and delivery by the Loan Parties of its obligations under such agreements;the Redemption Transaction Documents and with the consummation of the transactions contemplated thereby; and
(xxiiixix) such other customary agreementsa certificate of an Authorized Officer of the Parent, instruments, opinions certifying that attached thereto are complete and other documents, each reasonably satisfactory to correct copies of the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.Redemption Transaction Documents;
Appears in 1 contract
Sources: Financing Agreement (PRG Schultz International Inc)
Delivery of Documents. The Collateral Administrative Agent and (other than in the case of clause (v)) the Lenders shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Lenders and, unless indicated otherwise, dated the Effective Date:
(i) this Agreement, duly executed by the parties hereto;
(ii) the Intercompany Subordination Agreement, duly executed by each of the parties thereto;
(iii) the Effective Date Acquisition Collateral Assignment, duly executed by each of the parties thereto;
(iv) the Flow of Funds Authorization, duly executed by each of the parties thereto;
(v) the Perfection Certificate, duly executed by the Borrower;
(vi) the Fee Letter, duly executed by the Borrower;
(vii) a Security Agreement, duly executed by each Loan Party, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, common stock or certificated membership interests of such Loan Party’s subsidiaries required to be pledged thereunder and all intercompany promissory notes of such Loan Parties required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(iiviii) a UCC Filing Authorization Letter, together with the Warrant duly executed by the Borrower;
(Aix) appropriate financing statements on Form UCC-1, the UK Security Documents duly filed in such office or offices as may be necessary or, in executed by the opinion of the Collateral Agent, desirable to perfect the security interests parties purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgageparties thereto;
(iiix) certified copies Dutch Security Documents duly signed by the parties purported to be parties thereto and the Belgian Security Documents duly signed by the parties purported to be parties thereto;
(xi) Assignments for Security, with respect to the Intellectual Property duly executed by each relevant Loan Party;
(xii) [reserved];
(xiii) results of request for copies of information on Form UCC-11Lien searches, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) abovethe Perfection Certificate, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral AgentRequired Lenders and Permitted Liens, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral AgentRequired Lenders and Permitted Liens, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viixiv) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings or guaranty hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxv) a certificate of an Authorized Officer of each Loan PartyParty (other than the UK Obligors), certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxvi) a true and complete copy of the charter, certificate of the appropriate official(s) formation, certificate of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification limited partnership or other publicly filed organizational document of each Loan Party certifying (other than the UK Obligors) certified as of a recent date not more than 30 days prior to the Effective Date as to by an appropriate official of the subsistence in good standing of, and the payment jurisdiction of taxes by, organization of such Loan Party or, with respect to the Dutch Loan Party and the Belgian Loan Party certified by an Authorized Officer, which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionsjurisdiction;
(xixvii) a certificate of an Authorized Officer of each Loan Party (other than the UK Obligors), certifying as to a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiixviii) a copy of the Governing Documents of each Loan PartyParty (other than the UK Obligors), together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiixix) an opinion of M▇▇▇▇▇▇▇▇ Lovells& R▇▇▇▇▇▇▇, LLP, counsel to the Loan PartiesParties with respect to U.S. law, as of NautaDutilh N.V., Dutch counsel to such customary matters as the Agents may reasonably requestLoan Parties with respect to Dutch law and Belgian counsel to the Loan Parties with respect to Belgian law;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixx) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in subsection (b), (e) and (g) of this Section 5.01(b)5.01;
(xviiixxi) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate ParentStatements;
(xixxxii) a certificate of the chief financial officer of Funko Holdings the Borrower, certifying on behalf of the Loan Parties, as to the solvency of the Borrowers Loan Parties (taken as on a wholeconsolidated basis), which certificate shall be reasonably satisfactory in form and substance to the Collateral AgentRequired Lenders;
(xxxxiii) evidence of the insurance coverage required by Section 7.01 7.01(h) and the terms of each Security Agreement Document and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent Required Lenders may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payeeRequired Lenders, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent Required Lenders may reasonably request;; and
(xxixxiv) concurrently with the making of the initial Loans, evidence of the payment in full of all Indebtedness under (i) that certain Accounts Receivable Financing Agreement, dated as of September 30, 2020, between Boxlight Inc., EOS EDU LLC and Sallyport Commercial Finance, LLC (“Sallyport”), as amended, and the Existing Credit FacilitiesRevolving Inventory Loan Addendum to the Accounts Receivable Financing Agreement, dated as of December 16, 2021 (collectively, the “Sallyport Agreements”), together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Sallyport Agreements, all security agreements related thereto and all other related documents, duly executed by the applicable Loan Parties and Sallyport and (B) UCC-3 termination statements for all UCC-1 financing statements authorized to be filed by the Existing Lendersapplicable Loan Parties, and (ii) with respect to the Barclays Facility, (A) a termination and release agreement with respect to the Barclays Facility and all related documents, duly executed by the Loan Parties, and the agents and lenders with respect to termination of the Barclays Facility, (B) if applicable, a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders any Person at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the that constitutes Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Boxlight Corp)
Delivery of Documents. The Collateral Agent following shall have received on or before been delivered to the Effective Date the followingAgent, each in form duly authorized and substance reasonably satisfactory executed, as applicable:
(1) this Amendment;
(2) Notes payable to the Collateral order of each Lender in their respective Pro Rata Share of the Loan (each of which Notes payable to CapitalSource Finance LLC shall be in maximum denominations of $5,000,000);
(3) such evidence of the authority of the Borrower and each of its Subsidiaries to execute and deliver this Amendment and all other Loan Documents delivered in connection herewith as the Agent andmay require, unless indicated otherwiseincluding, dated the Effective Date:
but not limited to, (i) a Security Agreementcopy of resolutions duly adopted by the board of directors of each such Person, together withauthorizing the execution by each such Person of this Amendment and the other agreements, to the extent applicable, the original stock certificates representing all of the Equity Interests, documents and all promissory notes required instruments to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
such Person pursuant to this Amendment (vi) collectively, the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party"Other Amendment Documents"), certified as complete and correct by a Responsible Officer of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which each such Loan Party is or will be a partyPerson, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xii) a certificate of the appropriate official(s) secretary or assistant secretary of the jurisdiction of organization and, except each such Person to the extent effect that neither the articles of incorporation nor the bylaws of such failure to be so qualified could not reasonably be expected to Person have a Material Adverse Effectbeen amended or modified since the Closing Date or, each jurisdiction if more recent than the Closing Date, the date on which certified copies of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior such documents previously were delivered to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx4) evidence a good standing and, if available, tax good standing certificate, for the Borrower and each Subsidiary of the insurance coverage required by Section 7.01 Borrower from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or formation, as applicable;
(5) unaudited consolidated and consolidating financial statements of the terms Borrower and its Subsidiaries as of each Security Agreement the end of December 31, 2003, which financial statements shall be prepared in accordance with GAAP consistently applied with prior periods (subject to lack of footnotes and such other insurance coverage year-end adjustments), and monthly projections with respect to the business Borrower and operations its Subsidiaries for the twelve (12) months after the month in which the Effective Date occurs, certified on behalf of the Borrower by a Responsible Officer;
(6) standard lenders' loss payable endorsements in favor of the Agent, for the benefit of the Agent and the Lenders, with respect to the insurance policies or other instruments or documents evidencing insurance coverage on the properties of the Borrower and its Subsidiaries in accordance with the provisions of the Loan Parties as Agreement and endorsements to all liability insurance policies naming the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period Lenders as the Collateral Agent may requestadditional insureds thereunder;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Sources: Loan Agreement (Infocrossing Inc)
Delivery of Documents. The Collateral Agent Lenders shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Required Lenders and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) evidence reasonably satisfactory to the Required Lenders of the filing of appropriate financing statements on Form UCC-1, duly filed UCC 1 in such office or offices as may be necessary or, in the reasonable opinion of the Collateral AgentRequired Lenders, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreement;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Required Lenders);
(iv) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party[REDACTED];
(vi) the Flow of Funds Agreement, duly executed by each party; thereto[reserved];
(vii) [reserved];
(viii) the Holdings Guaranty;
(ix) the Intercompany Subordination Agreement;
(x) a certificate of an Authorized Officer of each Loan Party and Holdings, certifying (A) as to copies of the Governing Documents of such Person, together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each such Person certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Person which shall set forth the same complete name of such Person as is set forth herein and the organizational number of such Person, if an organizational number is issued in such jurisdiction), (B) as to a copy of the resolutions or written consents of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, such Person authorizing (A1) the borrowings hereunder and/or guaranty of Obligations hereunder and the other transactions contemplated by the Loan Documents to which such Loan Party Person is or will be a party, and (B2) the execution, delivery and performance by such Loan Party Person of each Loan Document to which such Loan Party Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
, (viiiC) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party Person authorized to sign each Loan Document (in the case of the Borrower, including, without limitation, Notices of Borrowing, and all other notices under this Agreement and the other Loan Documents) to which such Loan Party Person is or will be a party and the other documents to be executed and delivered by such Loan Party Person in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representativesofficers and (D) in the case of the Loan Parties, as to the matters set forth in Section 5.01(b);
(xxi) a certificate of the chief financial officer of the Parent attaching a copy of the Financial Statements and the Projections described in Section 6.01(g)(ii) hereof and certifying as to the compliance with the representations and warranties set forth in Section 6.01(g)(i) and Section 6.01(ee)(ii);
(xii) a certificate of the chief financial officer of the Parent, certifying as to the solvency of (A) Holdings and (B) the Parent and its Subsidiaries, in each case, after giving effect to the Loans made on the Effective Date;
(xiii) a certificate of an Authorized Officer of the Borrower certifying that (A) the list attached thereto of Material Licenses and Material Contracts as in effect on the Effective Date is an accurate list, (B) the attached copies of [REDACTED] as in effect on the Effective Date are true, complete and correct copies thereof and (C) such licenses and agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such licenses or agreements as of the Effective Date;
(xiv) a certificate of the appropriate official(s) of the jurisdiction of organization of each Loan Party and Holdings and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party Person in such jurisdictions, together with written confirmation (where available) on the Effective Date from such official(s) as to such matters;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiixv) an opinion of ▇▇▇▇▇ Lovells▇▇▇▇ LLP, counsel to the Loan PartiesParties and Holdings, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixvi) insurance certificates evidencing the insurance coverage of the Loan Parties required by Section 7.01;
(xvii) evidence of the payment in full of all Indebtedness under the Existing Credit FacilitiesFacility, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 UCC 3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxiixviii) copies of the Acquisition Documents and, all Control Agreements (including a Control Agreement with respect to the extent requested by the Collateral Agent, of the other Material Contracts as in effect Capex Contribution made on the Effective Date) that, certified as true and correct copies thereof by an Authorized Officer in the reasonable judgment of the Administrative BorrowerAgents, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of are required for the Loan Parties has breached or defaulted to comply with the Loan Documents as of the Effective Date, each duly executed by, in any of its obligations under such agreements;addition to the applicable Loan Party, the applicable financial institution; and
(xxiiixix) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 1 contract
Sources: Financing Agreement (Ascend Wellness Holdings, LLC)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) Each of the Security Documents listed on Schedule 5.01(b)(i), duly executed and delivered by the relevant Security Party, granting a Security Agreementfirst priority perfected security interest, together pledge or lien in the Required Collateral of such Person (subject, in the case of Required Collateral described in subclause (4) of the definition of Required Collateral, to Liens permitted pursuant to subsection (d) of the definition of Permitted Liens) with, to the extent in each case where applicable, the original stock all certificates representing all of the Equity Interests, any pledged Capital Stock and all promissory notes required to be pledged thereunder, accompanied where necessary or appropriate by undated stock powers executed in blank and other proper instruments of transfer;transfer and, in any event, evidence satisfactory to the Agent of the filing or recordation of interests in the pledged Capital Stock in such locations as may be required for perfection or priority.
(ii) a UCC Filing Authorization Letter, together with (A) if requested, duly executed by each Security Party, and appropriate financing statements on Form UCC-1, UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests interests, pledges or liens purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgageagreement;
(iii) duly completed perfection certificates executed by each Security Party, and certified copies of request requests for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party of the Security Parties and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) statements and the results of searches for any tax Lien and judgment Lien filed against such Person Security Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens other than Permitted Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, Credit Party certified as of the Effective Date by an Authorized Officer thereof, authorizing (to the extent appropriate for such Person's participation in the transactions contemplated hereby or the Loan Documents to which it is a party) (A) the borrowings borrowing hereunder and the transactions contemplated by the Loan Documents to which such Loan Party Person is or will be a party, and (B) the execution, delivery and performance by such Loan Party Person of each Loan Document to which such Loan Party Person is or will be a party and the execution and delivery of the other documents and notices to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixv) a certificate of an Authorized Officer of each Loan Credit Party, certifying the names and true signatures of the representatives of such Loan Party Person authorized to sign each Loan Document to which such Loan Party Person is or will be a party and the other documents to be executed and delivered by such Loan Party Person in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representativesAuthorized Officers;
(xvi) a true and complete copy of each of the Securities Purchase Agreement and the HSBC Forbearance Agreement, certified by an Authorized Officer of the Parent;
(vii) a certificate of authority (or its equivalent) issued by the appropriate official(s) Insurance Department of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior Insurance Subsidiary in which it conducts any insurance business, evidencing such Subsidiary's authority to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party conduct its insurance business in such jurisdictionsjurisdiction;
(xiviii) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Credit Party which shall set forth the same complete name of such Loan Credit Party as is set forth herein and the organizational number of such Loan Credit Party, if an organizational organized number is issued in such jurisdiction;
(xiiix) a copy of the Governing Documents any charter, by-laws, limited liability company agreement, operating agreement, agreement of limited partnership, memorandum and articles of association or other organizational document of each Loan PartyCredit Party not delivered pursuant to the preceding paragraph, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Credit Party;
(xiiix) an opinion of of
(A) LeBoeuf, Lamb, Greene & MacRae LLP, U.S. counsel to the ▇▇▇▇▇▇ LovellsPa▇▇▇▇▇;
(B) Maples and Calder, Cayman Islands counsel to the Loan Credit Parties;
(C) Hanschell & Company, Barbados counsel to the Credit Parties;
(D) Conyers Dill & Pearman, Bermuda counsel to the Credit Pa▇▇▇▇▇;
(E) William Fry, Ireland counsel to the Credit Parties; and
(F) LeBoeuf, Lamb, Greene & MacRae LLP (London), UK counsel ▇▇ ▇▇▇ Cr▇▇▇▇ ▇arties; substantially in the form of Exhibits D-1 to D-6, respectively, and as to such customary other matters as the Agents Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixi) a certificate of an Authorized Officer of each Loan Partythe Parent and the Borrower, certifying as to the matters set forth in Section 5.01(b5.02(b);
(xviiixii) a copy of (A) such financial and other information regarding the Parent and its Subsidiaries as the Agent may reasonably have requested, including, without limitation, the Financial Statements Statements, the financial statements of each Insurance Subsidiary referred to in Section 6.01(g)(ii), and (B) the financial projections described referred to in Section 6.01(g)(ii) hereof6.01(g)(iii), certified as of the Effective Date as complying with the representations true and warranties set forth in Section 6.01(g)(ii) correct by an Authorized Officer of the Ultimate Parent;
(xixxiii) a certificate of the chief financial officer of Funko Holdings certifying as the Parent, setting forth in reasonable detail the calculations required to establish compliance, on a pro forma basis after giving effect to the solvency Loan, with each of the Borrowers financial covenants contained in Section 7.03;
(taken as a whole)xiv) such depository account control agreements, which certificate shall be reasonably satisfactory blocked account control agreements, and similar agreements and other documents, each in form and substance satisfactory to the Collateral Agent;
(xx) evidence of , as the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage Agent may request with respect to the business Required Collateral consisting of bank accounts and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may requestinvestment accounts;
(xxixv) evidence A copy or statement of the payment in full of all Indebtedness under the Existing Credit FacilitiesInvestment Policies, together with (A) a termination and release agreement or deed of release (certified as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as those being in effect on the Effective Date, certified as true and correct copies thereof Date by an Authorized Officer the senior officer in charge of the Administrative Borrower, together with portfolio investments of the Parent and its Subsidiaries;
(xvi) a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force Parent, certifying the names and effect and that none true signatures of the persons that are authorized to provide notices under this Agreement and the other Loan Parties has breached or defaulted in any Documents on behalf of its obligations under such agreements;each Loan Party; and
(xxiiixvii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent Bank shall have received on or before the Effective Date the followingfollowing duly executed original documents, each to be in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateBank and its counsel:
(i) a Security Agreementan Amended and Restated Revolving Credit Note, together with, to in substantially the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferform attached hereto as Exhibit A;
(ii) receipt and satisfactory review of a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary orcertified Compliance Certificate, in substantially the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements form attached hereto as reasonably requested by the Collateral Agent and each MortgageExhibit C;
(iii) certified copies of request for copies of information on Form UCC-11an evaluation, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred satisfactory to in paragraph (ii) aboveBank, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) productivity of the Oil and the results Gas Properties of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing Borrowers performed by the Collateral Agent, shall not show any such LiensSchlumberger;
(iv) copies of all filing receipts or acknowledgments or other oral or written evidence issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Bank in the Collateral Assignment, duly executed by described in the BuyerCredit Documents;
(v) certificates for each Borrower’s insurance policies evidencing the Intercompany Subordination Agreementexistence of the insurance coverage required pursuant to the Credit Documents, duly executed by each Loan Partytogether with all appropriate endorsements thereto naming Bank as a lender’s loss payee and additional insured;
(vi) a Certificate of the Flow Secretary or an Assistant Secretary (or the equivalent company officer) of Funds J▇▇▇ D, dated as of the date of this Agreement, duly executed certifying (A) that attached thereto is a true, correct and complete copy of the Certificate of Incorporation in effect at all relevant times, including the date of such certification, (B) that attached thereto is a true, correct, and complete copy of the bylaws of J▇▇▇ D in effect at all relevant times, including the date of such certification, (C) that attached hereto is a true, correct and complete copy of resolutions adopted by the Board of Directors of J▇▇▇ D authorizing the execution, delivery, and performance of this Agreement and each of the other Credit Documents and the consummation of the transactions contemplated hereby and thereby, and (D) as to the incumbency and genuineness of the signature of each officer of J▇▇▇ D executing this Agreement and the other Credit Documents to which J▇▇▇ D is a party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated good standing certificates for J▇▇▇ D issued by the Loan Documents to which such Loan Party is or will be a party, Secretary of State of Maryland and (B) the execution, delivery and performance by such Loan Party each jurisdiction of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewithJ▇▇▇ D’s qualification as required under this Agreement;
(viii) a Perfection Certificate, duly executed certificate signed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of O▇▇▇▇▇▇ Lovells, counsel to and the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate Authorized Representative of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements J▇▇▇ D and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified dated as of the Effective Date Date, stating that on and as complying with of that date (A) the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form 5 hereof are true and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenderscorrect, (B) a termination of security interest Borrowers are in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent compliance with all terms and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Partiesprovisions set forth in this Agreement, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion no Default or Event of the CollateralDefault exists;
(xxiiix) copies a written opinion of the Acquisition Documents and, counsel to Borrowers and to the extent requested R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust as to the transactions contemplated by the Collateral Agentthis Agreement, of the other Material Contracts covering such matters, and subject only to exceptions and qualifications, as in effect on the Effective Date, certified as true may be satisfactory to Bank and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreementscounsel;
(xxiiix) Reserved;
(xi) Reserved;
(xii) a duly executed Continuing Subordination Agreement in substantially the form attached hereto as Exhibit F executed by O▇▇▇▇▇▇ and the R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust;
(xiii) a Negative Covenant duly executed by J▇▇▇ D in substantially the form attached hereto as Exhibit G with respect to the real property located in Painesville, Ohio, and including the following property identified by permanent parcel number and related address: Parcel 15C0010000180, 6▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; Parcel 15C0010000060, 7▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇; Parcel 15C0010000070, 6▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇; Parcel 15C0010000170, 6▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Street; Parcel 15C0010000190, 6▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; Parcel 15C0010000380, 6▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇; and
(xiv) Unlimited Guaranty in substantially the form attached hereto as Exhibit H;
(xv) Open-End Mortgage, Indenture, Security Agreement, Financing Statement and Assignment of Production in form satisfactory to Bank; and
(xvi) Open-End Mortgage Deed and Security Agreement in form satisfactory to Bank; and
(xvii) duly executed copies of all other Credit Documents and such other customary agreements, instruments, opinions and other documentsdocuments including, each reasonably satisfactory but not limited to, assignments, security agreements, pledges, guaranties, and consents which Bank may require to the Collateral Agent be executed in form and substance, as the Collateral Agent may reasonably requestconnection with this Agreement.
Appears in 1 contract
Delivery of Documents. The Collateral Agent At or prior to Closing, Seller shall have received on delivered to CWI or before the Effective Date Escrow Agent (or caused Hotel Manager to deliver) two (2) fully executed, original counterparts of the following, each in form and substance reasonably satisfactory :
(a) a special warranty deed with respect to the Collateral Agent andHotel substantially in the form attached as Exhibit “O” hereto (except that CWI shall execute the Affidavit of Value set forth therein as provided in Tennessee Code Annotated §67-4-409(a)(6)(A));
(b) (i) the Assignment and Amendment Agreement, unless indicated otherwiseor (ii) the Existing Management Agreement Termination Agreement, dated as applicable;
(c) the Effective Date:Holdback Escrow Agreement;
(d) the Personal Guaranty;
(e) the Hotel Manager Purchase Waiver;
(f) a ▇▇▇▇ of sale, in substantially the form annexed hereto as Exhibit “K”, containing a warranty of title (but not as to intangible personal property), duly executed and acknowledged by Seller, sufficient to convey to CWI, good and indefeasible title, free of all liens, encumbrances and security interests, in and to the personal property, except liens in favor of Lender;
(g) the Parking Agreement Consent and Estoppel;
(h) the Foreign Investment in Real Property Tax Act affidavit in substantially the form annexed hereto as Exhibit “L” duly executed by Seller;
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferClosing Certificate;
(iij) a UCC Filing Authorization Letteran assignment and assumption of leases, together with (A) appropriate financing statements on Form UCC-1contracts, duly filed in such office or offices as may be necessary or, licenses and permits substantially in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created form annexed hereto as Exhibit “M” duly executed by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageSeller;
(iiik) certified copies of request for copies of information on Form UCC-11a tax clearance certificate, listing all effective financing statements which name as debtor any Loan Party and which are filed in dated no earlier than two (2) weeks prior to the offices referred to in paragraph (ii) aboveClosing Date, together with copies of such financing statements, none of which, except as otherwise agreed issued by the Collateral Agent, shall cover any Tennessee Department of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed Revenue with respect to in writing by the Collateral Agent, shall not show any such LiensSeller;
(ivl) If CWI elects to assume the Collateral AssignmentAssumed Indebtedness pursuant to Section 2.13.2(a), the Loan Assumption Agreement.
(m) Lien waivers from all third parties conducting work or providing goods or services in connection with the Renovation Work;
(n) The Redevelopment Plan Estoppel substantially in the form annexed hereto as Exhibit “Q” duly executed by the Buyer;
Metropolitan Development and Housing Agency (v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b“Redevelopment Estoppel”);
(xviiio) a copy of (A) the Financial Statements Closing Statement mutually approved and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) executed by an Authorized Officer of the Ultimate Parent;Seller; and
(xixp) a certificate of any other documents, instruments or agreements reasonably necessary to effectuate the chief financial officer of Funko Holdings certifying as transaction contemplated by this Agreement. The Closing shall not be deemed to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to have occurred until each of the Existing Credit Facilities deliveries and all related documents, duly executed by the applicable Loan Parties actions described in this Section 6.1 and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties Section 6.2 below has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestoccurred.
Appears in 1 contract
Sources: Agreement for Sale and Purchase of Hotel (Carey Watermark Investors 2 Inc)
Delivery of Documents. The Collateral Agent and the Required Lenders shall have received received, on or before the Fifth Amendment Effective Date Date, the following, each in form and substance reasonably satisfactory to the Collateral Agent Required Lenders and, unless indicated otherwise, dated the Fifth Amendment Effective Date:
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignmentthis Amendment, duly executed by the BuyerLoan Parties, each Agent, the Fifth Amendment Incremental Term Loan Lenders and the Required Lenders (including all Fifth Amendment Incremental Term Loan Lenders);
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viiii) a copy of the resolutions of each Loan Party, certified as of the Fifth Amendment Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, this Amendment and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party this Amendment and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewithherewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixiii) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party this Amendment and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithherewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xiv) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Fifth Amendment Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party Party, in such jurisdictionsjurisdiction, except, in each case, where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect of the Loan Parties, taken as a whole;
(xiv) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Fifth Amendment Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionjurisdiction (or a certification that there have been no changes to such organizational documents since the Second Amendment Effective Date);
(xiivi) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Fifth Amendment Effective Date by an Authorized Officer of such Loan PartyParty (or a certification that there have been no changes to such Governing Documents since the Second Amendment Effective Date);
(xiiivii) an opinion of (a) ▇▇▇▇▇ Lovells▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Loan Parties, (b) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel to the Loan Parties, and (c) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special Ohio counsel to the Loan Parties, in each case, as to such customary matters as the Agents Required Lenders may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviiviii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii2(a) hereofof this Amendment; and
(ix) A copy of the that certain Fifth Amendment fee letter, certified dated as of the Effective Date as complying with the representations August 3, 2023, by and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 between XF and the terms of each Security Agreement and such other insurance coverage with respect to lenders party thereto (the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request“Fee Letter”).
Appears in 1 contract
Delivery of Documents. The Collateral Agent Lender shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Dateand its counsel:
(i) a Security Agreement, together with, to the extent applicable, Amendment signed by all the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;parties hereto.
(ii) the Amended and Restated Convertible Note evidencing the Consolidated Convertible Loan signed by all the parties hereto.
(iii) A Securities Purchase Agreement dated as of September 23, 2024, between Borrower and Lender for the purchase of Banzai’s Class A common stock of Borrower (par value $0.0001 per share) for a UCC Filing Authorization Letterpurchase price of $2,200,000, together with provided however that as consideration for this Amendment, Borrower hereby agrees that Lender shall receive a credit of $200,000 towards such purchase price.
(iv) a certificate of a Senior Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Amendment and certifying that attached thereto are true, correct and complete copies of (A) appropriate financing statements on Form UCC-1, duly filed in the Organization Documents of such office or offices as may be necessary orCredit Party which, in the opinion case of the Collateral Agentarticles or certificate of incorporation or formation (or equivalent), desirable to perfect shall be certified as of a recent date by the security interests purported to be created by each Security Agreement appropriate Governmental Authority and (B) evidence reasonably satisfactory to resolutions duly adopted by the Collateral Agent board of the filing directors (or other governing body) of such UCC-1 financing statements as reasonably requested by the Collateral Agent Credit Party authorizing and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and approving the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, hereunder and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party this Amendment and the other documents Loan Documents to be executed which it is a party.
(v) each Credit Party shall have provided to Lender the documentation and delivered other information requested by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of L▇▇▇▇▇ Lovellsin order to comply with requirements of the PATRIOT Act, counsel to the Loan Parties, Beneficial Ownership Regulation and applicable “know your customer” and anti-money laundering rules and regulations.
(vi) a duly executed originals of the Reaffirmation and Consent of Guarantors attached hereto as to such customary matters as the Agents may reasonably requestExhibit B;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiivii) such other customary agreements, instruments, opinions and documents or satisfied such other documents, each conditions as reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestrequired by L▇▇▇▇▇.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on On or before the Effective Closing Date (as applicable), the following, each in form Buyer and substance reasonably satisfactory the Seller shall execute and/or deliver to the Collateral Agent andother party the following documents, unless indicated otherwiseinstruments and agreements, dated together with such other documents, instruments and agreements as the Effective Dateother party (or its counsel) may reasonably request to consummate the purchase and sale contemplated hereby:
7.1. By the Buyer to the Seller:
(ia) a Security Agreementimmediately available funds in the amount required in Section 2.4(b) hereof, together with, pursuant to written instructions delivered by the extent applicable, Seller; and
(b) the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed “Buyer Certificate” (as that term is defined in blank and other proper instruments of transferSection 8.1 hereof);
(iic) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion merger letter received from the OCC providing for the consummation of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;Merger; and
(iiid) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any a resolution of the Collateral (other than Permitted Liens) and the results directors of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy Buyer approving of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party Merger and the execution and delivery of the other documents to be delivered by such Person in connection herewith this Agreement and therewith;
(viii) a Perfection Certificateall documents, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names instruments and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents agreements required to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence the Seller pursuant to this Agreement.
7.2. By the Seller to the Buyer:
(a) certificates evidencing all of the incumbency Bank Shares being cancelled hereunder pursuant to the Merger, duly endorsed or otherwise accompanied by duly executed stock powers sufficient to transfer ownership of such authorized officers/directors/representativesthe said certificates and the shares of stock evidenced thereby to the Buyer;
(xb) a certificate resignations duly signed by such directors of the appropriate official(s) Bank as may be requested by the Buyer on or before the Closing Date and effective on the Closing Date, pursuant to which such directors resign from their positions as directors of the jurisdiction of organization and, except to Bank;
(c) the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying “Seller Certificate” (as of a recent date not more than 30 that term is defined in Section 9.1 hereof);
(d) at least three (3) days prior to the Effective Closing Date, a copy of the Determination Date as Balance Sheet (agreed upon by the Buyer and Seller in accordance with Section 2.5); WHD/12223603.9 - 11 - (e) evidence of the obtainment of Tail Coverage pursuant to the subsistence in good standing of, and the payment Section 12.3 of taxes by, such Loan Party in such jurisdictionsthis Agreement;
(xif) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as evidence of a recent date not more than 30 release of that certain bank stock loan with Dairyland State Bank, secured by the Bank Shares;
(g) two (2) days prior to the Effective Date by Closing Date, an appropriate official updated set of Schedules to this Agreement only reflecting the addition of any new facts or circumstances requiring disclosure thereon which have arisen or occurred between the date hereof and the date that is two (2) days prior to the Closing Date; and
(h) certified copies of a resolution of the jurisdiction directors of organization Seller approving of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein Merger and the organizational number execution and delivery of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security this Agreement and such other insurance coverage with respect all documents, instruments and agreements required to the business be executed and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested delivered by the Collateral Agent, with such endorsements as Seller pursuant to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestthis Agreement.
Appears in 1 contract
Delivery of Documents. The Collateral On or before the date hereof, the Administrative Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Datesufficient copies of:
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferthis Amendment;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageLease Assignment Agreement;
(iii) certified copies delivery of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such Uniform Commercial Code financing statements, none suitable in form and substance for filing in all places required by applicable law to perfect the Liens of which, except the Administrative Agent under the Security Instruments as otherwise agreed to items of Collateral of Ascent Chemicals in which a security interest may be perfected by the Collateral Agentfiling of financing statements, shall cover any and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as to such other Collateral (other than Permitted Liens) and of Ascent Chemicals as the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such LiensAdministrative Agent may require;
(iv) Uniform Commercial Code search results for Ascent Chemicals showing only those Liens as are acceptable to the Collateral Assignment, duly executed by the BuyerAdministrative Agent and Lenders;
(v) the Intercompany Subordination Agreementa completed Perfection Certificate, duly executed by each Loan PartyAscent Chemicals, together with all attachments contemplated thereby;
(vi) a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to Ascent Chemicals, addressed to the Flow of Funds AgreementAdministrative Agent and each Lender and their successors and assigns, duly executed by each party; theretoas to the matters concerning Ascent Chemicals and the Loan Documents as the Administrative Agent may reasonably request;
(vii) a certificate of the Secretary or Assistant Secretary or similar officer of Ascent Chemicals dated as of the date hereof and certifying: (A) a copy of the resolutions certificate or articles of each Loan Partyincorporation, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of Ascent Chemicals, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is Secretary, Assistant Secretary or will be a party, and similar officer of Ascent Chemicals or other person duly authorized by the constituent documents of Ascent Chemicals; (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying as to the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
good standing (x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have concept or a Material Adverse Effect, each jurisdiction similar concept exists under the laws of foreign qualification such jurisdiction) of each Loan Party certifying Ascent Chemicals as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment from such Secretary of taxes by, such Loan Party in such jurisdictions;
State (xior other similar official); (C) that attached thereto is a true and complete copy of the charter, certificate of formation, certificate of by-laws (or limited partnership liability company agreement or other publicly filed organizational document equivalent constituent and governing documents) of each Loan Party certified Ascent Chemicals as in effect as of the date hereof and at all times since a recent date not more than 30 days prior to the Effective Date by an appropriate official date of the jurisdiction resolutions described in clause (D) below; (D) that attached thereto is a true and complete copy of organization resolutions duly adopted by the Board of such Loan Party which shall set forth Directors (or equivalent governing body) of Ascent Chemicals authorizing the same complete name execution, delivery and performance of such Loan Party as is set forth herein this Amendment and the organizational number of such other Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified dated as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovellsdate hereof to which Ascent Chemicals is a party, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated resolutions have not been modified, rescinded or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent amended and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain are in full force and effect and that none as of the date hereof; and (E) as to the incumbency and specimen signature of each officer or director executing this Amendment and the other Loan Parties has breached Documents or defaulted any other document delivered in any connection herewith on behalf of its obligations under such agreementsAscent Chemicals;
(xxiiiviii) such Second Amended and Restated Master Intercompany Note;
(ix) Second Amended and Restated Revolving Credit Loan Note;
(x) certificates from Ascent Chemical’s insurance broker or other customary agreementsevidence satisfactory to it that all insurance required to be maintained pursuant to Section 7.07 of the Credit Agreement is in full force and effect; and
(xi) within three (3) Business Days prior to the date hereof, instruments, opinions all “know-your-customer” and other documents, each reasonably customer due diligence documentation satisfactory to the Collateral Lenders to the extent such information is requested by the Administrative Agent in form and substance, as or the Collateral Lenders reasonably promptly after written notice to the Administrative Agent may reasonably requestof the proposed joinder of Ascent Chemicals.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) this Agreement, duly executed by each of the parties thereto;
(ii) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer, as applicable, in each case, to the extent in the Loan Parties' control or received by the Loan Parties prior to the Effective Date,;
(iiiii) a UCC Filing Authorization Letter, together with (A) payoff letters executed by or on behalf of each of the Existing ▇▇▇▇▇▇▇ stating that upon receipt of a respective amount certain (1) all Indebtedness owed by the Loan Parties under the respective Existing Credit Facility will be paid in full, (2) the respective Existing Credit Facility and all related documents will be terminated and released, (B) appropriately prepared filings related to the termination of security interest in Intellectual Property for each assignment for security recorded with respect thereto, if any, at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, (C) appropriately prepared UCC-3 termination statements for all UCC-1 financing statements filed by or on behalf of the Existing Lenders and covering any portion of the Collateral and (D) appropriately prepared termination documents for any control agreements or landlord waivers existing in favor of any of the Existing Lenders;
(iv) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC-1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreement;
(iiiv) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(ivvi) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(vvii) the IP Security Agreements;
(viii) the Acquisition Collateral Assignment;
(ix) the Disbursement Letter;
(x) the Fee Letter;
(xi) the Intercompany Subordination Agreement, duly executed by ;
(xii) a certificate of an Authorized Officer of each Loan Party;
, certifying (viA) as to copies of the Flow Governing Documents of Funds Agreementsuch Loan Party, duly executed together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation or incorporation, certificate of limited partnership or other publicly filed organizational document (as applicable) of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by each party; thereto;
an appropriate official of the jurisdiction of incorporation or organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational or company number (viias applicable) of su ch Loan Party, if an organizational or company number is issued in such jurisdiction), (B) as to a copy of the resolutions or written consents of each such Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Party authorizing (A1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B2) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
, (viiiC) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
Authorized Officers and (xD) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixxiii) a certificate of the chief financial an officer of Funko Holdings the Parent, certifying as to the solvency of the Borrowers Loan Parties on a consolidated basis (taken as a whole), which certificate shall be reasonably satisfactory in form and substance after giving effect to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect Loans made on the Effective Date), certified in the form attached hereto as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with Exhibit G;
(xiv) a certificate of an Authorized Officer of the Administrative Borrower stating certifying that (A) the attached copies of the IWCO Acquisition Documents and (B) such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreementsagreements (except with respect to the IStar Dispute) ;
(xxiiixv) a certificate of the appropriate official(s) of the jurisdiction of incorporation or organization certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing (where such (or similar) concept has a legal meaning in a particular jurisdiction) of such Loan Party in such jurisdiction;
(xvi) copies of the Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Borrower, together with a certificate of an Authorized Officer of the Borrower stating that such agreements remain in full force and effect;
(xvii) an opinion of (A) ▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) of any other applicable local counsel reasonably requested by any Agent, in each case, as to such matters as the Collateral Agent may reasonably request; and
(xviii) evidence of the insurance coverage required by Section 7.01(h) and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may reasonably request; and
(xix) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 1 contract
Sources: Financing Agreement
Delivery of Documents. The Collateral This Amendment shall become effective on August 12, 2003 (the "Effective Date"), provided the Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
at least nine (i9) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all counterparts of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignmentthis Amendment, duly executed by the Buyer;Company and the Lenders, and the following conditions are satisfied:
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viia) a copy certificate of the Secretary or Assistant Secretary of the General Partner certifying as to (i) resolutions of each Loan Party, certified as its Board of the Effective Date by an Authorized Officer thereof, Directors authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party this Amendment and the execution any and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the all other documents to be executed and delivered by such Loan Party the Company in connection herewith and therewithwith this Amendment (collectively, together with evidence the "Amendment Documents"), (ii) the officers of the incumbency General Partner authorized to sign the Amendment Documents, and (iii) specimen signatures of such authorized officers/directors/representativesthe officers so authorized;
(xb) a certificate pursuant to Section 10.02 of the appropriate official(s) of Credi t Agreement, the jurisdiction of organization andAgent, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification on behalf of each Loan Party certifying as of a recent date not more than 30 days prior to Lender executing this Amendment, shall have receivedan amendment fee from the Effective Date as to Company in the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsamount o f $1,500 for each Lender executing this Amendment;
(xic) a true A Lender Name Disclosure and complete copy of Customer Acknowledgement in the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date form prescribed by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documentsColonial Bank, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralCompany;
(xxiid) copies such other documents as the Agent or Lender may reasonably request; and
(e) payment of the Acquisition Documents and, fees specified in Section 2.07 to the extent requested parties entitled thereto. Upon the Effective Date, Chase shall make Loans as calculated by the Collateral Agent, Agent so that its outstanding Loans are equal to its respective Percentage Share of all Loans outstanding on such date and the Agent shall distribute the proceeds of such Loans to the other Material Contracts as Lenders in effect accordance with their Percentage Share of all Loans outstanding on the Effective Date, certified as true and correct copies thereof in each case after giving effect to this Amendment, but prior to any additional Loans requested by an Authorized Officer the Company to be made on the Effective Date. The Borrower acknowledges that Colonial Bank, one of the Administrative BorrowerLenders, together with has converted from an Alabama state banking corporation to a certificate of an Authorized Officer of national banking association. Accordingly, upon the Administrative Borrower stating that such agreements remain Effective Date, all references in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreementsDocuments to Colonial Bank are hereby amended to be references to "Colonial Bank, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.N.A."
Appears in 1 contract
Delivery of Documents. The Collateral Agent following shall have received on or before the Effective Date the followingbeen delivered to Agent, each in form duly authorized and substance reasonably satisfactory to the Collateral Agent andexecuted, unless indicated otherwise, dated the Effective Datewhere applicable:
(ia) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferInitial Loan Instruments;
(iib) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by signature and incumbency certificates for each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageObligor;
(iiic) a certificate of good standing or similar certification for each Obligor from the respective states in which each such Person is organized and from all states in which the laws thereof require any such Person to be licensed and/or qualified to do business, in each case dated not more than 10 days prior to the Closing Date;
(d) certified copies of request the corporate charter and by-laws for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) aboveeach Obligor, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) all effective and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; proposed amendments thereto;
(viie) a copy certified copies of resolutions adopted by the resolutions board of directors of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Obligor authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document Instruments to which such Loan Party Person is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence consummation of the incumbency of such authorized officers/directors/representativestransactions contemplated therein;
(xf) a certificate certified or executed original copies of each of the appropriate official(sfollowing, the terms and conditions of all of which shall be satisfactory to Agent:
(i) Tele-Media Acquisition Instruments;
(ii) DAC Merger Instruments;
(iii) DLI Merger Instruments;
(iv) all of the jurisdiction of organization andfollowing, except to the extent such failure previously delivered to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, Agent:
(A) all instruments and the payment of taxes by, such Loan Party in such jurisdictionsdocuments evidencing Permitted Senior Indebtedness;
(xiB) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionJSA Agreements;
(xiiC) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan PartyLMA Agreements;
(xiiiD) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably requestLeases;
(xivv) [Intentionally Omitted].
(xv) [Intentionally Omitted].Amended and Restated Contribution Agreement;
(xvivi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b)Amended and Restated Use Agreement;
(xviiivii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business instruments, documents, certificates, consents, waivers and operations of the Loan Parties opinions as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled ; and
(by the insurer or the insured thereunderviii) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence certificates representing all of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination Tele-Media Capital Stock and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent stock powers in form and substance, as the Collateral Agent may reasonably requestacceptable to Agent.
Appears in 1 contract
Sources: Loan Agreement (Citadel License Inc)
Delivery of Documents. The Administrative Agent and Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreementthe Fee Letter, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, duly executed and all promissory notes required to be pledged thereunder, accompanied delivered by undated stock powers executed in blank Borrower and other proper instruments of transferby Collateral Agent;
(ii) a UCC Filing Authorization LetterSecurity Agreement, duly executed and delivered by each Loan Party and by Collateral Agent;
(iii) a Trademark Security Agreement duly executed and delivered by Borrower and by Collateral Agent;
(iv) a Guaranty, duly executed and delivered by each Loan Party other than Borrower, in favor of Collateral Agent;
(v) a Pledge Agreement, duly executed by each of the Loan Parties, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office original stock certificates or offices as may be necessary or, in the opinion other certificated securities or instruments representing all of the Collateral AgentCapital Stock of each Subsidiary of Borrower owned by a Loan Party, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to undated stock powers executed in blank, and (C) such opinion of counsel and such approving certificate of the issuer of such Capital Stock as Collateral Agent of the filing of may reasonably request with respect to complying with any legend on any such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgagecertificate or any other matter relating to such Capital Stock;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(vvi) the Intercompany Subordination Agreement, duly executed and delivered by Borrower, each Loan Party;
(vi) the Flow of Funds Agreementits Subsidiaries, duly executed and by each party; theretoCollateral Agent;
(vii) a copy of the resolutions of each Loan PartyAcknowledgement Agreement, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder duly executed and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith each of Borrower's Subsidiaries and therewithby Collateral Agent;
(viii) a Perfection Certificatethe Side Letter, duly executed and delivered by Borrower, and each member of the parties theretoLender Group;
(ix) a certificate of an Authorized Officer of each Loan Partythe Transferee Side Letter, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be duly executed and delivered by such Loan Party in connection herewith Borrower, and therewith, together with evidence each member of the incumbency of such authorized officers/directors/representativesLender Group;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;[Intentionally Omitted]
(xi) a true the Purchase Agreement, duly executed and complete copy delivered by each member of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date Former Lender Group and by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein Collateral Agent and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionAdministrative Agent;
(xii) a copy of the Governing Documents of Estoppel Letter, duly executed and delivered by each Loan Party, together with all amendments thereto, certified as of the Effective Date Party and by an Authorized Officer of such Loan PartyCollateral Agent;
(xiii) an opinion of ▇▇▇▇▇ Lovellsthe Mortgage Assignments, counsel to duly executed, acknowledged and delivered by the Loan Parties, as to such customary matters as the Agents may reasonably requestFormer Administrative Agent;
(xiv) [Intentionally Omitted].the Mortgage Amendments, duly executed, acknowledged and delivered by the applicable Loan Party and by Collateral Agent;
(xv) [Intentionally Omittedintentionally omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 recording of the Mortgage Assignments and the terms of each Security Agreement and such other insurance coverage with respect to Mortgage Amendments in the business and operations of the Loan Parties appropriate office or offices as the Collateral Agent may reasonably request, in each case, where reasonably requested determined by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.its sole discretion;
Appears in 1 contract
Sources: Credit Agreement (Avado Brands Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) evidence reasonably satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC-1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreement;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Agents);
(iv) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(v) the Intercompany Subordination Agreement, duly executed by each Loan PartyDisbursement Letter;
(vi) the Flow of Funds Agreement, duly executed by each party; theretoFee Letter;
(vii) the Intercompany Subordination Agreement;
(viii) a Management Rights Agreement between the Loan Parties and each Lender that is intended to qualify as a venture capital operating company under the United States Department of Labor Regulation published at 29 C.F.R. 2510.3-101 (each a “VCOC Management Rights Agreement”);
(ix) the Trust Conditions Letter;
(x) a certificate of an Authorized Officer of each Loan Party, certifying (A) as to copies of the Governing Documents of such Loan Party, together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction), (B) as to a copy of the resolutions or written consents of each such Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Party authorizing (A1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B2) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
, (viiiC) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representativesofficers and (D) as to the matters set forth in Section 5.01(b);
(xxi) a certificate of the chief financial officer of the Parent (A) attaching a copy of the Financial Statements and the Projections described in Section 6.01(g)(ii) hereof and (B) certifying that all liabilities of the Loan Parties are current (other than the accounts payable identified by the Administrative Borrower to the Agents as overdue in writing prior to the date hereof);
(xii) a certificate of the chief financial officer of the Parent, certifying as to the solvency of the Loan Parties on a consolidated basis (after giving effect to the Loans made on the Effective Date) in the form attached hereto as Exhibit F;
(xiii) [reserved];
(xiv) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions, together with written confirmation (where available) on the Effective Date from such official(s) as to such matters;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiixv) an opinion of ▇▇▇▇▇▇, ▇▇▇▇ Lovells& ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, as to such customary matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably requestAgreement, in each caseand, where reasonably requested by the Collateral any Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral such Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;; and
(xxixvii) evidence of the payment in full of all Indebtedness under the Existing Credit FacilitiesFacility, together with (A) a payoff letter providing for the termination and release agreement or deed of release (as applicable) with respect to each Liens of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties and the administrative agent under the Existing LendersCredit Facility, (B) a satisfaction of mortgage for each mortgage filed by the Existing Lender on each Facility, (C) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (CD) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Second Amendment Effective Date Date, the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwiseotherwise indicated, dated as of the Second Amendment Effective Date:
(i) a Security Agreementcounterparts of this Amendment, together with, to duly executed by each of the extent applicableLoan Parties, the original stock certificates representing all of Agents and the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferLenders;
(ii) a UCC Filing Authorization the Additional Supplemental Term Loan Fee Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the BuyerBorrowers;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viiiii) a copy of the resolutions of each Loan Party, certified as of the Second Amendment Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of this Amendment and the other documents to be executed and delivered by such Person in connection herewith and therewithauthorizing the transactions contemplated hereby and certified by the Secretary of each Loan Party;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixiv) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party this Amendment and the other documents to be executed and delivered by such Loan Party Person in connection herewith and therewithherewith, together with evidence of the incumbency of such authorized officers/directors/representativesAuthorized Officers;
(xv) a certificate of the chief financial officer of the Parent, certifying that after giving effect to the transactions contemplated by this Amendment and before and after giving effect to the Additional Supplemental Term Loan and this Amendment, each of the Borrowers individually is, and the Loan Parties on a consolidated basis are, Solvent;
(vi) a certificate of an Authorized Officer of each Borrower, certifying as to the matters set forth in clause (a) of this Section 3;
(vii) an opinion of counsel for the Loan Parties, as to such matters as the Collateral Agent may reasonably request;
(viii) a certificate of the appropriate official(s) of the jurisdiction state or, federal government or provincial authority of Canada, as the case may be, of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Designated Loan Party in such jurisdictions;
(xi) a true and complete copy of the charterstates, certificate of formation, certificate of limited partnership provinces or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such applicable jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviiix) a certificate of an Authorized Officer of each Loan PartyParty certifying that the charter and by-laws, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy limited liability company agreement, operating agreement, agreement of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such limited partnership or other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice organizational documents delivered to the Collateral Agent pursuant to the Existing Financing Agreement remain in full force and each such named insured effect and have not been amended or loss payeemodified since the Effective Date, together with evidence in the case of the payment Borrowers, and December 31, 2003, in the case of all premiums due in respect thereof for such period as the Collateral Agent may requestother Loan Parties;
(xxix) evidence a modification (each a "Modification") to each Mortgage necessary or desirable in order to maintain perfection and priority of the payment in full of all Indebtedness under the Existing Credit FacilitiesLien granted by such Mortgage, together with (A) a termination and release agreement or deed of release (referencing, as applicable) with respect to each of the Existing Credit Facilities and all related documentsnecessary, this Amendment, duly executed by the applicable Loan Parties and the Existing LendersParty, (B) a termination of security interest in intellectual property for with respect to each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;Facility subject to such Mortgage; and
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiixi) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Administrative Agent and (other than in the case of clause (v)) the Lenders shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Lenders and, unless indicated otherwise, dated the Effective Date:
(i) this Agreement, duly executed by the parties hereto;
(ii) the Intercompany Subordination Agreement, duly executed by each of the parties thereto;
(iii) the Flow of Funds Agreement, duly executed by each of the parties thereto;
(iv) the Perfection Certificate, duly executed by the Administrative Borrower;
(v) the Agent Fee Letter, duly executed by the Borrowers;
(vi) a Security Agreement, duly executed by each Loan Party, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, common stock of such Loan Party’s subsidiaries required to be pledged thereunder and all intercompany promissory notes of such Loan Parties required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(iivii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion results of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11Lien searches, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) abovethe Perfection Certificate, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral AgentRequired Lenders and Permitted Liens, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral AgentRequired Lenders and Permitted Liens, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viiviii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and #97100791v3 the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party Party, in such jurisdictionsjurisdiction, except, in each case, where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect of the Loan Parties, taken as a whole;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of (A) ▇▇▇▇▇ Lovells▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, local counsel with respect to the Loan Parties organized in Ohio, and (C) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, local counsel with respect to the Loan Parties organized in Delaware, in each case, as to such customary matters as the Agents Required Lenders may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in subsection (b) and (g) of this Section 5.01(b)5.01;
(xviiixv) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate ParentStatements;
(xixxvi) a certificate of the chief financial officer of Funko Holdings the Administrative Borrower, certifying on behalf of the Loan Parties, as to the solvency of the Borrowers Loan Parties (taken as on a wholeconsolidated basis), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;Required Lenders; and
(xxxvii) evidence of the insurance coverage required by Section 7.01 7.01(h) and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent Required Lenders may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payeeRequired Lenders, together with evidence of the payment of #97100791v3 all premiums due in respect thereof for such period as the Collateral Agent Required Lenders may reasonably request;.
(xxixviii) concurrently with the making of the initial Loans, evidence of the payment in full of all Indebtedness under the Existing Credit FacilitiesFacility, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties Parties, the Existing Agent and the Existing Lenders, (B) a satisfaction of mortgage for each mortgage filed by the Existing Agent and/or the Existing Lenders on each applicable Facility, (C) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Agent and/or the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, that constitutes Collateral and (CD) UCC-3 UCC‑3 termination statements for all UCC-1 financing statements authorized to be filed by the Existing Agent and the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before (a) At the Effective Date Closing, the City will deliver to ▇▇▇▇▇▇ the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreementspecial warranty deed conveying the City Property to ▇▇▇▇▇▇, together with, to in the extent applicable, form of Exhibit C attached hereto (the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer"City Tract Deed");
(ii) a UCC Filing Authorization Letteran Owner's Title Policy, together with (A) appropriate financing statements on Form UCC-1issued at ▇▇▇▇▇▇'▇ sole cost and expense, duly filed covering the City Property in such office or offices as may be necessary or, in an amount equal to the opinion value of the Collateral Agentland conveyed, desirable to perfect as determined by ▇▇▇▇▇▇, and issued by the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory underwriter for the Title Company pursuant to the Collateral Agent of the filing of such UCC-1 financing statements Title Commitment as reasonably requested by the Collateral Agent and each Mortgageprovided herein;
(iii) certified copies the Non-Foreign Affidavit required under Section 1445 of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed the Code in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except form attached hereto as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such LiensExhibit B;
(iv) paid tax certificates showing that all property taxes for the Collateral Assignment, duly executed by City Tract have been paid for the Buyeryears prior to the year of Closing;
(v) possession of the Intercompany Subordination Agreement, duly executed by each Loan Party;City Tract; and
(vi) any and all such other documents and instruments as may be reasonably necessary to effectuate the Flow transfer of Funds Agreement, duly executed by each party; thereto;the City Tract as provided herein.
(viib) a copy of At the resolutions of each Loan PartyClosing, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇▇ Lovells, counsel will deliver to the Loan Parties, as to such customary matters as City the Agents may reasonably request;following:
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviii) a certificate special warranty deed conveying the ▇▇▇▇▇▇ Tract to City, in the form of an Authorized Officer of each Loan Party, certifying as to Exhibit D attached hereto (the matters set forth in Section 5.01(b"▇▇▇▇▇▇ Tract Deed");
(xviiiii) a copy of (A) an Owner's Title Policy, issued at City's sole cost and expense, covering the Financial Statements and (B) ▇▇▇▇▇▇ Tract in an amount equal to the financial projections described in Section 6.01(g)(ii) hereof, certified as value of the Effective Date land conveyed, as complying with determined by City, and issued by the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of underwriter for the Ultimate ParentTitle Company pursuant to the Title Commitment as provided herein;
(xixiii) a certificate the Non-Foreign Affidavit required under Section 1445 of the chief financial officer of Funko Holdings certifying Code in the form attached hereto as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral AgentExhibit B;
(xxiv) evidence of paid tax certificates showing that all property taxes for the insurance coverage required by Section 7.01 and ▇▇▇▇▇▇ Tract have been paid for the terms of each Security Agreement and such other insurance coverage with respect years prior to the business and operations year of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may requestClosing;
(xxiv) evidence possession of the payment in full of ▇▇▇▇▇▇ Tract; and
(vi) any and all Indebtedness under such other documents and instruments as may be reasonably necessary to effectuate the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each transfer of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts ▇▇▇▇▇▇ Tract as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestprovided herein.
Appears in 1 contract
Sources: Land Exchange Agreement
Delivery of Documents. The Collateral Agent Company shall have received on or before the Effective Date the followingdelivered to each Purchaser, each in form and substance reasonably satisfactory to such Purchaser, the Collateral Agent andfollowing:
(a) The Notes being purchased by such Purchaser, unless indicated otherwiseduly executed by the Company, dated in the Effective Dateaggregate principal amount set forth below such Purchaser’s name on Schedule 1.1 hereto and the Warrants being purchased by such Purchaser, representing the number of Warrants set forth below such Purchaser’s name on Schedule 1.1 hereto.
(b) ▇▇▇▇ executed original counterparts of this Agreement, the Indenture, the Notes, the Warrant Agreement and the Warrants.
(c) The following legal opinions:
(i) a Security AgreementAn legal opinion, together with, dated the Closing Date and addressed to the extent applicablePurchasers and the Placement Agents, from Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., counsel for the original stock certificates representing all of Company, as to the Equity Interestsmatters set forth on Annex C, and all promissory notes required otherwise in form and substance satisfactory to be pledged thereunder, accompanied by undated stock powers executed in blank the Purchasers and other proper instruments of transfer;the Placement Agents.
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable Such other legal opinions covering matters incidental to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by this Agreement or any of the Loan other Documents as any Purchaser may reasonably request.
(d) Resolutions of the Board of Directors of the Company, certified by the Secretary or Assistant Secretary of the Company, to which be duly adopted and in full force and effect on such Loan Party is or will be a partydate, and authorizing (Bi) the execution, delivery and performance by such Loan Party of each Loan Document this Agreement and the other Documents to which such Loan Party the Company is or will be a party and the execution consummation of the transactions contemplated hereby and delivery thereby and (ii) specific officers of the Company to execute and deliver this Agreement and any other Documents to which the Company is a party.
(e) Certificates of (i) the President or any Vice President (other than the Chief Financial Officer of the Company) of the Company and (ii) the Chief Financial Officer of the Company, dated the Closing Date, certifying that (i) all of the conditions set forth in Sections 2.3, 2.4, 2.5, 2.7, 2.8 and 2.9 are satisfied on and as of such date and specifying as to each such condition the satisfaction thereof, (ii) all of the representations and warranties of the Company contained or incorporated by reference herein or in any of the other documents Documents are true and correct on and as of such date as though made on and as of such date (unless stated to be delivered relate to another date) and on and as of the Closing Date as though made on and as of such date (and after giving effect to the transactions contemplated by this Agreement or any of the other Documents), and (iii) as to such Person in connection herewith and therewith;other matters as such Purchaser may reasonably request.
(viiif) a Perfection CertificateA certificate in form, duly executed by scope and substance reasonably satisfactory to the parties thereto;Purchasers, from the Chief Financial Officer of the Company, dated the Closing Date, to the effect that at the Closing Date, (and after giving effect to the transactions contemplated hereby (including without limitation, the issuance of the Securities and the application of the proceeds therefrom)), the Company is Solvent.
(ixg) a certificate of an Authorized Officer of each Loan PartyGovernmental certificates, certifying dated the names most recent practicable date prior to the Closing Date, showing that the Company is organized, existing and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of good standing in the jurisdiction of organization andits incorporation and is qualified as a foreign corporation and in good standing in all other U.S. jurisdictions in which it has executive offices or transacts business, except to where the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification .
(h) Copies of each Loan Party certifying as consent, license and approval required in connection with the execution, delivery and performance by the Company of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, this Agreement and the payment other Documents and the consummation of taxes by, such Loan Party in such jurisdictions;the transactions contemplated hereby and thereby.
(xii) a true and complete copy Copies of the charterCharter Documents of the Company, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to by the Effective Date by an appropriate official Secretary of State of the jurisdiction relevant state of organization of such Loan Party which shall set forth incorporation and certified by the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy Secretary or Assistant Secretary of the Governing Documents of each Loan PartyCompany, together with all amendments thereto, certified as true and correct as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted]Closing Date.
(xvj) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate Certificates of the Secretary or an Authorized Officer Assistant Secretary of each Loan Party, certifying the Company as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements incumbency and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as signatures of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer officers or representatives of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 Company executing this Agreement and the terms of each Security Agreement other Documents and such any other insurance coverage with respect certificate or other document to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds be delivered pursuant hereto or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payeethereto, together with evidence of the payment incumbency of all premiums due in respect thereof for such period as the Collateral Agent may request;Secretary or Assistant Secretary.
(xxik) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination Such additional information and release agreement or deed of release (materials as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent Purchaser may reasonably request, including, without limitation, copies of any debt agreements, security agreements and other contracts to which the Company is a party.
Appears in 1 contract
Sources: Securities Purchase Agreement (Harvest Natural Resources, Inc.)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) this Agreement, duly executed by each of the parties hereto;
(ii) the Subordination Agreement, duly executed by the parties thereto;
(iii) a Security Agreement, duly executed by each Borrower;
(iv) the Pledge Agreement, duly executed by the Parent together with, to the extent applicable, the with (A) such original stock certificates or other certificated securities or instruments representing all of Capital Stock of each Subsidiary of the Equity InterestsParent, and all promissory notes required to be pledged thereunder, accompanied by (B) undated stock powers executed in blank with signature guaranteed, and (C) such opinion of counsel and such approving certificate of the issuer of such Capital Stock as the Agent may reasonably request with respect to complying with any legend on any such certificate or any other proper instruments of transfermatter relating to such Capital Stock;
(ii) a UCC Filing Authorization Letter, together with (Av) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each the Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgagePledge Agreement;
(iiivi) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor each Borrower or any Loan Party of its Subsidiaries and which are filed in the offices referred to in paragraph (iiviii) abovebelow, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral AgentAgent or that are related to Permitted Liens, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral AgentLender, shall not show any such Liens other than Permitted Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan PartyBorrower, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party Borrower is or will be a party, and (B) the execution, delivery and performance by such Loan Party Borrower of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person Borrower in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan PartyBorrower, certifying the names and true signatures of the representatives of such Loan Party Borrower authorized to sign each Loan Document to which such Loan Party Borrower is or will be a party and the other documents to be executed and delivered by such Loan Party Borrower in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xix) a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Party Borrower certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party Borrower in such jurisdictionsstates, certified as of a date not more than 5 days prior to the Effective Date by such official(s);
(xix) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party Borrower certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionBorrower;
(xiixi) a copy of the Governing Documents by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan PartyBorrower, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan PartyBorrower;
(xiiixii) an opinion of ▇▇▇▇▇▇▇ Lovells, ▇▇▇▇▇▇ L.L.P. counsel to the Loan PartiesBorrowers, substantially in the form of Exhibit D and as to such customary other matters as the Agents Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixiii) a certificate of an Authorized Officer of each Loan PartyBorrower, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)4.01;
(xviiixiv) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereofStatements, certified as of the Effective Date as complying with the representations complete and warranties set forth in Section 6.01(g)(ii) correct by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxv) evidence of the insurance coverage required by Section 7.01 6.01(h) and the terms of each the Security Agreement delivered pursuant to Section 4.01(d)(iii) and such other insurance coverage with respect to the business and operations of the Loan Parties Borrowers and their Affiliates as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements indorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixvi) evidence a certificate of the payment chief financial officer of the Administrative Borrower, setting forth in full reasonable detail the calculations required to establish compliance with each of all Indebtedness under the Existing Credit Facilities, together with financial covenants contained in Section 6.03;
(Axvii) a termination certificate of an Authorized Officer of each Borrower, certifying the names and release agreement or deed true signatures of release the persons that are authorized to provide Notices of Borrowings and all other notices under this Agreement and the other Loan Documents;
(xviii) a landlord waiver, in form and substance satisfactory to the Agent and which may be included as applicable) a provision contained in the relevant Lease, executed by the landlord with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralLeases set forth on Schedule 5.01(p);
(xxiixix) copies of the Acquisition Documents andagreements, to the extent requested instruments and other documents executed and delivered by the Collateral Agent, of the other any Borrower in connection with any Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative each Borrower, together with a certificate of an Authorized Officer of the Administrative such Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties such Borrower has not breached or defaulted in any of its obligations under such agreements;
(xxiiixx) a stamped, recorded copy of the Certificate of Merger evidencing the merger of Dynax with and into the Parent as filed with the Secretary of State of the State of Delaware, together with an executed copy of the Merger Agreement certified as a true and correct copy thereof by an Authorized Officer of the Parent; and
(xxi) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Lender in form and substance, as the Collateral Agent Lender may reasonably request.
Appears in 1 contract
Sources: Financing Agreement (Enherent Corp)
Delivery of Documents. The Collateral Agent At or prior to the execution of this Amendment, and as a condition precedent to the effectiveness of this Amendment, the Borrowers shall have received on satisfied the following conditions and delivered or before caused to be delivered to the Effective Date Bank the following, following documents each dated such date and in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateBank and duly executed by all appropriate parties:
(ia) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral AssignmentThis Amendment, duly executed by the Buyer;Borrowers.
(vb) A Term Note made payable jointly and severally by the Intercompany Subordination AgreementBorrowers to the order of the Bank in the original principal amount of $4,000,000, duly executed by the Borrowers.
(c) An Acknowledgment and Agreement Regarding Subordinated Indebtedness, in substantially the form attached, duly executed by each Loan Party;holder of Subordinated Debt.
(vid) the Flow of Funds AgreementWith respect to each Borrower, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as the Board of the Effective Date by an Authorized Officer thereof, Directors of such Borrower authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, this Amendment certified as true and correct copies thereof accurate by an Authorized Officer officer of the Administrative such Borrower, together along with a certificate of an Authorized Officer such officer which (i) certifies that there has been no amendment to either the Articles of Incorporation or the Bylaws of such Borrower since true and accurate copies of the Administrative Borrower stating same were last delivered and certified to the Bank, and that such agreements said Articles of Incorporation or the Bylaws remain in full force and effect and that none as of the Loan Parties has breached date of this Amendment, (ii) identifies each officer of such Borrower authorized to execute this Amendment and any other instrument or defaulted agreement executed by such Borrower in any connection with this Amendment, and (iii) sets forth specimen signatures of its obligations under each officer of such agreements;Borrower referred to above and identifies the office or offices held by such officer.
(xxiiie) such other customary agreementsThe Bank shall have received (i) a renewal and amendment fee in the amount of $35,000, instruments, opinions which fee shall be non-refundable when paid and wholly earned when received; and (ii) reimbursement for its legal fees and other documents, each reasonably satisfactory to the Collateral Agent expenses as described in form and substance, Section 10 hereof.
(f) Such other documents or instruments as the Collateral Agent Bank may reasonably requestrequire. Upon the effectiveness of this Amendment, the amendments set forth in Sections 4(b) and 4(j) hereof shall be deemed effective on a retroactive basis to June 30, 2011.
Appears in 1 contract
Delivery of Documents. The Collateral Agent Lender shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Lender and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer[reserved];
(ii) a UCC Filing Authorization Letter, together with (A) evidence satisfactory to the Lender of the filing of appropriate financing statements on Form UCC-1, duly filed UCC‑1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgagehereunder;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens[reserved];
(iv) the Collateral Assignment, duly executed by the Buyer[reserved];
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized a Senior Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) including a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document Governing Document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, and (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified evidence of the incumbency of such authorized officers;
(vi) a certificate of the chief financial officer of the Borrower certifying as to the satisfaction of the conditions set forth in clauses (b) and (c) of this Section 4.01 and Section 4.02;
(vii) a certificate of the appropriate official(s) of the jurisdiction of organization of each Loan Party certifying as of a date not more than 30 days prior to the Effective Date by an Authorized Officer as to the subsistence in good standing of such Loan PartyParty in such jurisdictions;
(xiiiviii) an opinion of ▇▇▇▇▇▇▇▇ Lovells▇▇▇▇ LLP, legal counsel to the Loan Parties, as to such customary matters as the Agents Lender may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements request and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance reasonably satisfactory to the Collateral AgentLender;
(xxix) evidence [reserved];
(x) the initial Operating Budget covering the remainder of the insurance coverage required by Section 7.01 and Fiscal Year during which the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably requestEffective Date occurs (and, in each case, where reasonably if requested by the Collateral AgentLender, with such endorsements as to covering each calendar month in the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;succeeding Fiscal Year); and
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiixi) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Lender in form and substance, as the Collateral Agent Lender may reasonably request.
Appears in 1 contract
Sources: Credit and Security Agreement (Armata Pharmaceuticals, Inc.)
Delivery of Documents. The Collateral Agent Term Lenders shall have received on or before the Effective Closing Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Term Lenders and their counsel and, unless indicated otherwise, dated the Effective Closing Date:
(i) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Intercreditor Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Existing DIP Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, Amendment duly executed by the Buyer;parties thereto, which documents shall be in full force and effect.
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viiii) a copy of the resolutions adopted by the Board of Directors of each Loan Partyof the Borrowers, certified as of the Effective Closing Date by an Authorized Officer authorized officers thereof, authorizing (A) in the borrowings case of the Borrowers, the borrowing hereunder and the transactions contemplated by the Term Loan Documents to which such Loan Party each Borrower is or will be a party, and (B) the execution, delivery and performance by such Loan Party Borrower of each Term Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person Borrower in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixiii) a certificate of an Authorized Officer authorized officer of each Loan PartyBorrower, certifying the names and true signatures of the representatives officers of such Loan Party Borrower authorized to sign each Term Loan Document to which such Loan Party Borrower is or will be a party and the other documents to be executed and delivered by such Loan Party Borrower in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xiv) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Designated Financial Officer of each Loan Partyof the Borrowers, certifying as to the matters set forth in Section 5.01(b3.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixv) a certificate of the chief financial an authorized officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form certifying the names and substance true signatures of those officers of the Borrowers that are authorized to provide all notices under this Agreement and the Collateral Agent;Term Loan Documents; and
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiivi) such other customary agreements, instruments, opinions approvals, and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, documents as the Collateral Agent Term Lenders may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent Agents shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent Agents and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) subject Section 5.3, a Security Agreement, together with, to the extent applicable, with (A) the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer, and registration pages and executed irrevocable proxies with respect to such Equity Interests, and (B) each Intellectual Property Security Agreement, executed by each Loan Party as required thereunder, for filing in the United States Patent and Trademark Office or the United States Copyright Office, as applicable;
(ii) a UCC Filing Authorization Letter, together with dated and effective as of May 29, 2025, authorizing the Collateral Agent (Aor its designee) to complete the filing of appropriate financing statements on Form UCC-1, duly filed UCC-1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreement;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Canadian Security Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(v) an acknowledgment of PPSA verification statements dated and effective as of the Effective Date, confirming receipt by the Loan Parties of all appropriate PPSA financing statements in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Canadian Security Documents;
(vi) the results of searches for any effective PPSA financing statements filed against any Loan Party or its property, which results shall not show any such Liens (other than Permitted Liens acceptable to the Collateral Agent);
(vii) an executed notice of security interest in Intellectual Property to be registered with CIPO in respect of the security interests purported to be created by the Canadian Security Documents;
(viii) [reserved];
(ix) the Information Certificate;
(x) the Disbursement Letter;
(xi) the Fee Letter;
(xii) the Intercompany Subordination Agreement;
(xiii) the ▇▇▇▇▇▇▇ Subordination Agreements;
(xiv) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, Term SOFR Rate Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers and (D) as to the matters set forth in Section 5.1(b);
(xv) a certificate of the chief financial officer of the Borrower (A) certifying that all tax returns required to be filed by the Loan Parties have been filed and that all taxes upon the Loan Parties or their properties, assets, and income (including real property taxes and payroll taxes) have been paid, (B) attaching a copy of the Financial Statements and the Projections described in Section 6.1(g) and certifying as to the compliance with the representations and warranties set forth in Section 6.1(g) and Section 6.1(gg)(ii) and as to satisfaction of the minimum Liquidity requirements in Section 5.1(i) and (C) certifying that after giving effect to all Loans to be made on the Effective Date all liabilities of the Loan Parties are current;
(xvi) a certificate of the chief financial officer of each Loan Party, together with all amendments thereto, certified as of certifying that each such Loan Party (after giving effect to the Loans made on the Effective Date by an Authorized Officer of such Loan PartyDate) is Solvent;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, the Borrower certifying as that (A) the Material Contracts (delivered separately to the matters set forth Agents on or prior to the Effective Date), in Section 5.01(b)each case as in effect on the Effective Date, are true, complete and correct copies thereof, and (B) such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xviii) a copy certificate of (Athe appropriate official(s) of the Financial Statements and (B) jurisdiction of organization and, except to the financial projections described in Section 6.01(g)(ii) hereofextent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, certified each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as complying with to the representations and warranties set forth subsistence in Section 6.01(g)(ii) by an Authorized Officer good standing of, and, if applicable, the payment of the Ultimate Parenttaxes by, such Loan Party in such jurisdictions;
(xix) a certificate an opinion of (A) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇ LLP, counsel to the chief financial officer of Funko Holdings certifying Loan Parties, (B) Fennemore Law, Nevada special local counsel to the Borrower, and (C) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel to the Canadian Guarantors, in each case as to such matters as the solvency of the Borrowers (taken as a whole), which certificate shall be Agents may reasonably satisfactory in form and substance to the Collateral Agentrequest;
(xx) subject to Section 5.3, evidence of the insurance coverage required by Section 7.01 7.1 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably requestAgreement, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of subject to Section 5.3, landlord waivers, in form and substance satisfactory to the payment in full of all Indebtedness under the Existing Credit FacilitiesCollateral Agent, together with (A) a termination and release agreement or deed of release (as applicable) executed by each landlord with respect to each of the Existing Credit Facilities Leases set forth on Schedule III to the Security Agreement and all related documents, duly executed collateral access agreements to the extent required by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralSection 7.1(m);
(xxii) copies of subject to Section 5.3, all Control Agreements required for the Acquisition Documents andLoan Parties to comply with the Loan Documents, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution;
(xxiii) to the extent requested at least three (3) Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” rules and Anti-Money Laundering Laws, including the Collateral Agent, USA PATRIOT Act;
(xxiv) evidence satisfactory to the Agents that a Process Agent has been properly appointed by each Canadian Guarantor in accordance with Section 11.10(c);
(xxv) copies of the other Consulting Services Agreement and the Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has have breached or defaulted in any of its their obligations under such agreements;the Material Contracts; and
(xxiiixxvi) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent in its sole and absolute discretion and, unless indicated otherwise, dated the Effective Date:
(i) a Security this Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied duly executed by undated stock powers executed in blank and other proper instruments of transfereach Issuer Party;
(ii) a UCC Filing Authorization Lettercertificate of the Secretary or Assistant Secretary (or any Authorized Officer) of each Issuer Party, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement attaching a true and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a correct copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, such Issuer Party authorizing (A1) the borrowings hereunder and the transactions contemplated by the Loan Purchase Documents to which such Loan Issuer Party is or will be a party, and (B2) the execution, delivery and performance by such Loan Issuer Party of each Loan Purchase Document to which such Loan Issuer Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
; (viiiB) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the officers and other representatives of such Loan Issuer Party authorized to sign each Loan Purchase Document to which such Loan Issuer Party is or will be a party and the other documents to be executed and delivered by such Loan Issuer Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
; (xC) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) attaching a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Issuer Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization of such Loan Party which shall set forth the same Issuer Party; (D) attaching a true and complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan Issuer Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
; (xiiiE) an opinion of ▇▇▇▇▇ Lovells, counsel with respect to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan PartyIssuer, certifying as to the matters set forth in Section 5.01(b4.01(b);
(xviii) a copy of (A) the Financial Statements ; and (BF) certifying that the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Issuer Parties or any of their Subsidiaries has breached or defaulted in any of its obligations under such agreements;; and
(xxiiiiii) such other customary agreements, instruments, opinions a certificate of the appropriate officials of the state of organization and other documents, each reasonably satisfactory state of foreign qualification of each Issuer Party certifying as to the Collateral Agent subsistence in form good standing of, and, for the states of Delaware and substanceCalifornia, as the Collateral Agent may payment of taxes by, such Issuer Party in such states (except, in the case of the states of foreign qualification, where the failure to be so qualified or in good standing, or to pay such taxes, individually or in the aggregate, could not reasonably requestbe expected to result in a Material Adverse Effect).
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Progressive Gaming International Corp)
Delivery of Documents. The Collateral Agent Agents shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Administrative Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) this Agreement;
(ii) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the certificated Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such Liens (other than Permitted Liens);
(iv) the Collateral Assignment, duly executed by the Buyer[reserved];
(v) the Intercompany Subordination Agreement, duly executed by each Loan PartyDisbursement Letter;
(vi) the Flow of Funds Agreement, duly executed by each party; theretoFee Letter;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith[reserved];
(viii) a Perfection Certificate, duly executed by the parties thereto[reserved];
(ix) [reserved];
(x) the Warrants;
(xi) a Notice of Borrowing;
(xii) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, SOFR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the Effective Date by an Authorized Officer incumbency of such Loan Party;
authorized officers and (xiiiD) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiixiii) [reserved];
(xiv) a copy certificate of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of Company, certifying that the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers Loan Parties and their subsidiaries (taken as a whole), which after giving effect to the transactions contemplated by this Agreement and immediately after giving effect to the Loans on the Effective Date, are Solvent;
(xv) [reserved].
(xvi) a certificate shall be reasonably satisfactory of the appropriate official(s) of the jurisdiction of organization certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdiction;
(xvii) a customary opinion of (A) ▇▇▇▇, Gotshal & ▇▇▇▇▇▇ LLP, New York and Delaware counsel to the Loan Parties, (B) Faegre Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, Minnesota and Michigan counsel to the Loan Parties in each case, in form and substance reasonably satisfactory to the Collateral Administrative Agent;
(xxxviii) to the extent requested at least 7 days prior to the Effective Date, the Agents and the Lenders shall have received, at least 3 days prior to the Effective Date, all documentation and other information, including a duly executed IRS Form W-9 (or other applicable tax form) for each of the Loan Parties, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case, that has been requested by any Agent or any Lender;
(xix) subject to Section 5.03(a) of this Agreement, evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request7.01, in each case, where reasonably requested by the Collateral Agent, with such endorsements evidence as to the named insureds or loss payees thereunder as the Collateral Agent may request reasonably request, and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ days (or 10 days in the case of non-payment of premium) prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums earned, due in respect thereof for such period as the Collateral Agent may request;; and
(xxixx) substantially concurrently with the making of the Loans on the Effective Date, evidence of the payment in full of all Indebtedness under the Existing Credit FacilitiesFacility, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties and the Existing LendersAgent, (B) a satisfaction of mortgage for each mortgage filed by the Existing Agent on each Facility, (C) termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing Lenders Agent at the United States Patent and Trademark Office or the United States Copyright Office or the Canadian Intellectual Property Office and covering any intellectual property of the Loan Parties, and (CD) UCC-3 UCC 3 termination statements for all UCC-1 financing statements and PPSA financing change statements for all PPSA financing statements, in each case filed by the Existing Lenders Agent and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Sources: Financing Agreement (Regis Corp)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the followingSufficient Copies, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated of the Effective Datefollowing:
(i) a Security Agreement, together with, to this Agreement duly executed by all the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferparties hereto;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement Document and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, Documents duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by all the parties thereto;
(ixiii) timely notice as may be required by any term of this Agreement in connection with any action to be taken thereunder;
(iv) a certificate of an Authorized Officer Certificate of each Loan PartyObligor dated the Closing Date certifying:
(A) that its constating documents and the by-laws, certifying which shall be attached thereto, are complete and correct copies and are in full force and effect;
(B) all resolutions and all other authorizations necessary to authorize the names execution and true signatures delivery of and the representatives performance by it of such Loan Party authorized to sign each Loan Document its obligations under this Agreement, the Security Documents and the other Documents to which such Loan Party it is or will be a party and all the other documents transactions contemplated thereby; and
(C) all representations and warranties contained in this Agreement are true and correct as if made on the date of the Certificate;
(v) opinions of applicable Canadian and United States counsel to be the Obligors, addressed to the Agent and each Lender and counsel to the Agent with respect to, inter alia, due authorization, execution, delivery and enforceability of the Documents executed by the Obligors;
(vi) a current borrowing base certificate in respect of Facility A in the form attached hereto as Schedule W-1 (the “Facility A Borrowing Base Certificate”) from SunOpta showing the computation of the Facility A Borrowing Base, and delivered by such Loan Party a current borrowing base certificate in connection herewith and therewithrespect of Facility B in the form attached hereto as Schedule W-2 (the “Facility B Borrowing Base Certificate”) from SunOpta Foods showing the computation of the Facility B Borrowing Base, together with evidence all documents and information required in order to calculate each such borrowing base, in each case in reasonable detail as of the incumbency close of business not earlier than three Business Days prior to the making of the initial Advance hereunder;
(vii) duly executed certificate(s) of insurance evidencing the insurance required under this Agreement and endorsements of those policies each showing loss payable to the Agent;
(viii) such authorized officersother documents as the Agent may reasonably request including (A) the documents listed in Section 7.1 hereof, and (B) standard documentation used by the L/directors/representativesC Lender in connection with the issuance of Letters of Credit and Letters of Guarantee, prior to any Advance by way of any such method;
(ix) duly completed environmental checklists in the Agent's standard form, or if available or otherwise required by the Agent or the Lenders further to their respective review of the information disclosed in the environmental checklists, Phase I environmental reports in respect of real property owned by the Obligors;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectavailable, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior Collateral Access Agreements satisfactory to the Effective Date as to Agent in respect of real property leased and/or utilized by any Obligor where material amounts of Inventory or other relevant property of the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsObligors are located;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior documentation satisfactory to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein Agent and the organizational number Lenders in connection with the repayment of such Loan PartyFacility C and Facility D under, if an organizational number is issued in such jurisdiction;and as defined in, the Original Agreement; and
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably if so requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably title insurance satisfactory to the Collateral Lenders in favour of the Agent in form and substance, as respect of each relevant property owned by an Obligor over which an encumbrance has been or will be provided in favour of the Collateral Agent may reasonably requestAgent.
Appears in 1 contract
Sources: Credit Agreement (SunOpta Inc.)
Delivery of Documents. The Collateral Agent shall have received on (a) On or before the Effective Date the following, each in form and substance reasonably satisfactory prior to the Collateral time of filing of the Final Prospectus, the Company shall deliver to the Agent and, unless indicated otherwise, dated and its counsel (except to the Effective Date:extent such documents have been previously delivered to the Agent or are available on SEDAR):
(i) a Security Agreement, together with, to copy of each of the extent applicablePreliminary Prospectus, the original stock certificates representing all of Amended Preliminary Prospectus and the Equity Interests, Final Prospectus signed and all promissory notes certified by the Company as required to be pledged thereunder, accompanied by undated stock powers executed Applicable Canadian Securities Laws in blank and other proper instruments of transferthe Qualifying Jurisdictions;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion copy of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageFinal Reg D Private Placement Memorandum;
(iii) certified copies a copy of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are other document required to be filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such LiensCompany under Applicable Canadian Securities Laws;
(iv) a "long-form" comfort letter of ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, dated the Collateral Assignmentdate of the Final Prospectus (with the requisite procedures to be completed by such auditor no earlier than two (2) Business Days prior to the date of the Final Prospectus), duly executed by addressed to the Buyer;Agent, the Company and the directors of the Company, in form and substance satisfactory to the Agent, acting reasonably, with respect to certain financial and numerical information relating to the Company contained in the Final Prospectus, which letter shall be in addition to the auditors' report contained in the Final Prospectus and any auditors' comfort letter addressed to the Securities Commissions; and
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as letter from the CSE advising the Company that conditional approval of the Effective Date by an Authorized Officer thereoflisting of the Common Shares (including the Offered Shares, authorizing (AAgent's Warrant Shares underlying the Agent's Warrants, the Agent's Corporate Finance Fee Shares, and, if applicable, the Agent's Fee Option Shares underlying the Agent's Fee Option) the borrowings hereunder and the transactions contemplated has been granted by the Loan Documents CSE, subject to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery satisfaction of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall customary conditions set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted]out therein.
(xvb) [Intentionally Omitted].;
In the event that the Company is required by Applicable Canadian Securities Laws to prepare and file a Prospectus Amendment (xviincluding in the circumstances referred to in Section 13) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Partyor marketing materials amendment, certifying as the Company shall prepare and deliver promptly to the matters set forth in Section 5.01(b);
(xviii) a copy Agent signed and certified copies of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate such Prospectus Amendment or marketing materials amendment. Any Prospectus Amendments shall be reasonably satisfactory in form and substance satisfactory to the Collateral Agent, acting reasonably. Concurrently with the delivery of any Prospectus Amendment, the Company shall deliver to the Agent, with respect to such Prospectus Amendment, documents similar to those referred to in subsections 6(a)(a)(iii) and (a)(iv), and in connection with such Prospectus Amendment, shall prepare and deliver to the Agent a corresponding Reg D Private Placement Memorandum amendment;
(xxc) evidence In the event that the Company is required by United States securities laws to prepare and file a Reg D Private Placement Memorandum amendment (including in the circumstances referred to in Section 13), the Company shall prepare and deliver promptly to the Agent such Reg D Private Placement Memorandum amendment; and
(d) The Company shall permit the Agent to review and participate in the preparation of any Reg D Private Placement Memorandum amendment or marketing materials amendment, it being understood and agreed that no Prospectus Amendment or marketing materials amendment will be filed with any Canadian securities regulatory authority, and no Reg D Private Placement Memorandum amendment will be distributed, without first obtaining the approval of the insurance coverage required by Section 7.01 Agent and its counsel, after consultation with the terms of each Security Agreement and such other insurance coverage Agent with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestcontent thereof.
Appears in 1 contract
Sources: Agency Agreement
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) this Agreement, duly executed by each of the parties thereto;
(ii) a Security Agreement, duly executed by each applicable Loan Party;
(iii) a Pledge Agreement, duly executed by each Loan Party, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, common stock of such Loan Party's subsidiaries and all intercompany promissory notes required to be pledged thereunderof such Loan Parties, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(iiiv) an Intercompany Subordination Agreement;
(v) the Contribution Agreements;
(vi) the UK Composite Guarantee and Debenture, duly executed by each UK Subsidiary;
(vii) a copy of each letter issued by the applicable Governmental Authority, evidencing each Facility's compliance with all applicable building codes, fire codes, other health and safety rules and regulations, parking, density and height requirements and other building and zoning laws;
(viii) a UCC Filing Authorization Letter, duly executed by each Loan Party, together with (A) appropriate financing statements on Form UCC-1, UCC-1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement, each Pledge Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iiiix) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (iiviii) above, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viix) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer authorized signatory thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Financing Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Financing Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, including, without limitation, the Warrants;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxi) a certificate of an Authorized Officer authorized signatory of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Financing Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxii) to the extent applicable or available, a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsstates;
(xixiii) to the extent applicable or available, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document Governing Documents of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xiixiv) a copy of the Governing Documents charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer authorized signatory of such Loan Party;
(xiiiA) an opinion of ▇▇▇▇▇ Lovells______________, counsel to the Loan Parties, as to such customary matters as the Agents Agent may reasonably request, including, without limitation, the Warrants, (B) an opinion of _______________, U.K. counsel to the Loan Parties, as to other matters as the Agent may reasonably request, and (C) an opinion of _____________, Maryland counsel to the Loan Parties, as to such other matters as the Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer authorized signatory of each Loan Party, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)5.01;
(xviiixvii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with true and correct by an authorized signatory of the representations and warranties Parent, which certificate shall set forth all existing Indebtedness (not otherwise set forth in Section 6.01(g)(ii) by an Authorized Officer the Financial Statements), pending or threatened litigation or claims and other contingent liabilities of the Ultimate Parent and its Subsidiaries;
(xviii) a certificate of the chief financial officer of the Parent, setting forth in reasonable detail the calculations required to establish compliance, on a pro forma basis after giving effect to the Term Loan to be made on the Effective Date, with each of the financial covenants contained in Section 7.03;
(xix) a certificate of the chief financial officer of Funko Holdings each Loan Party, certifying as to the solvency of the Borrowers (taken as a whole)such Loan Party, which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement Agreement, the UK Composite Guarantee and Debenture and each Mortgage and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, (a) on any policy issued by a United States insurance company, with such endorsements endorsements, as to the named insureds insureds, mortgagees or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice (or, in the case of a failure to pay the premium, 10 days) to the Collateral Agent and each such named insured insured, mortgagee or loss payeepayee (as applicable), and (b) on any policy issued in England or Wales, with appropriate notices to and acknowledgements from the policy issuer with respect to the security interest of Agent, each, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of a landlord waiver, in form and substance satisfactory to the payment Agent and which may be included as a provision contained in full of all Indebtedness under the Existing Credit Facilitiesrelevant Lease, together with (A) a termination and release agreement or deed of release (as applicable) executed by each landlord with respect to each of the Existing Credit Facilities and all related documents, duly executed by Leases for the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralFacilities;
(xxii) a collateral access agreement, in form and substance satisfactory to the Agent, executed by each Person who possesses Inventory of any Loan Party;
(xxiii) copies of the Acquisition Alconbury Documents and, to the extent requested by the Collateral Agent, of and the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer authorized signatory of the Administrative Borrower, together with a certificate of an Authorized Officer authorized signatory of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiixxiv) such documents as are required under the Existing Debt Facility to call the bonds issued thereunder, duly executed by the applicable Loan Parties;
(xxv) a satisfactory ASTM 1527-00 Phase I Environmental Site Assessment ("Phase I ESA") provided by the Borrowers to the Agent (and, if requested by the Agent based upon the results of such Phase I ESA, an ASTM 1527-00 Phase II Environmental Site Assessment) of the Facility, in form and substance and by an independent firm satisfactory to the Agent;
(xxvi) such Control Agreements and depository account, blocked account and similar agreements and other documents, each in form and substance satisfactory to the Agent, as the Agent may request with respect to the cash management system of the Loan Parties;
(xxvii) the Warrants required to be delivered on or prior to the Effective Date pursuant to Section 13.01, duly executed by the Parent;
(xxviii) the Registration Rights Agreement, duly executed by the Parent;
(xxix) an updated appraisal of all US and UK real property locations;
(xxx) a Process Agent Agreement, in form and substance satisfactory to the Agent, executed by each Foreign Subsidiary and the Process Agent;
(xxxi) evidence that the Loan Parties are in compliance with good laboratory practices as monitored by the UK Home Office;
(xxxii) a copy of the deed by Huntington UK to HIH Capital Limited evidencing the transfer of the funds received pursuant to the Existing Debt Facility; and
(xxxiii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent At or prior to the execution of this Amendment, and as a condition precedent to the effectiveness of this Amendment, the Borrowers shall have received on satisfied the following conditions and delivered or before caused to be delivered to the Effective Date Bank the following, following documents each dated such date and in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateBank and duly executed by all appropriate parties:
(ia) a Security Agreement, together with, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;This Amendment.
(iib) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary orAn Acknowledgment and Agreement Regarding Subordinated Indebtedness, in substantially the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreementform attached, duly executed by each Loan Party;holder of Subordinated Debt.
(vic) the Flow of Funds AgreementWith respect to each Borrower, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as the Board of the Effective Date by an Authorized Officer thereof, Directors of such Borrower authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, this Amendment certified as true and correct copies thereof accurate by an Authorized Officer officer of the Administrative Borrowersuch Borrower , together along with a certificate of an Authorized Officer such officer which (i) certifies that there has been no amendment to either the Articles of Incorporation or the Bylaws of such Borrower since true and accurate copies of the Administrative Borrower stating same were last delivered and certified to the Bank, and that such agreements said Articles of Incorporation or the Bylaws remain in full force and effect and that none as of the Loan Parties has breached date of this Amendment, (ii) identifies each officer of such Borrower authorized to execute this Amendment and any other instrument or defaulted agreement executed by such Borrower in any connection with this Amendment, and (iii) sets forth specimen signatures of its obligations under each officer of such agreements;Borrower referred to above and identifies the office or offices held by such officer.
(xxiiid) such other customary agreementsLender shall have received (i) an amendment fee in the amount of $25,000, instruments, opinions which fee shall be non-refundable when paid and wholly earned when received; and (ii) reimbursement for its legal fees and other documents, each reasonably satisfactory to the Collateral Agent expenses as described in form and substance, Section 9 hereof.
(e) Such other documents or instruments as the Collateral Agent Bank may reasonably requestrequire.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) evidence satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC 1 in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each the Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreement;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(iv) the Collateral Assignment, duly executed by the BuyerAssignment of Business Interruption Insurance Policy;
(v) the Intercompany Subordination Agreement, duly executed by each Loan PartyDisbursement Letter;
(vi) the Flow of Funds Agreement, duly executed by each party; theretoFee Letter;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewithIntercompany Subordination Agreement;
(viii) a Perfection Certificate, duly executed by the parties theretoEffective Date Subordination Agreements;
(ix) the management rights letter, dated as of the Effective Date, among the Loan Parties and the Agents, as amended, amended and restated, supplemented or otherwise modified from time to time (the “VCOC Management Rights Agreement”);
(x) a Perfection Certificate;
(xi) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
), (xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan PartyDocument to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, including, without limitation, in the case of the Parent, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, SOFR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with all amendments thereto, certified as evidence of the Effective Date by an Authorized Officer incumbency of such Loan Party;
authorized officers and (xiiiD) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiixii) a certificate of an Authorized Officer of the Parent (A) certifying that after giving effect to all Loans made on the Effective Date the funded senior Indebtedness of the Parent and its Subsidiaries does not exceed 1.00 times the Annualized Recurring Revenue of the Parent and its Subsidiaries as of the most recently ended month, (B) certifying that all income Tax returns and other material Tax returns required to be filed by the Loan Parties have been filed and all U.S. federal, state and local Taxes upon the Loan Parties or their properties, assets, and income (including real property Taxes and payroll Taxes) have been paid, (C) attaching a copy of (A) the Financial Statements and (B) the financial projections Projections described in Section 6.01(g)(ii) hereof, certified and certifying as of to the Effective Date as complying compliance with the representations and warranties set forth in Section 6.01(g)(iiSections 6.01(g)(i) by and 6.01(gg)(ii) and (D) certifying that after giving effect to all Loans to be made on the Effective Date, the Qualified Cash on hand of the Loan Parties is at least $30,000,000;
(xiii) a certificate of an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings , certifying as to the solvency of the Borrowers Parent and its Subsidiaries on a consolidated basis (taken as a whole), which certificate shall be reasonably satisfactory in form and substance after giving effect to the Collateral AgentLoans made on the Effective Date)
(xiv) a certificate of an Authorized Officer of the Administrative Borrower certifying that (A) the attached copies of (1) the Effective Date Subordination Agreements and (2) the other Material Contracts as in effect on the Effective Date are true, complete and correct copies thereof and (B) such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxxv) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party (other than PreData, Inc.) certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xvi) an opinion of (A) ▇▇▇▇▇▇▇▇▇▇ PC, counsel to the Loan Parties, and (B) ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., as local Louisiana counsel to VoterVoice, L.L.C., each as to such matters as the Collateral Agent may reasonably request;
(xvii) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named additional insureds or lender’s loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named additional insured or lender’s loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixviii) (i) evidence of the payment in full of all Indebtedness under the Existing Credit FacilitiesFacility, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 UCC 3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralCollateral and (ii) evidence of the payment in full of all amounts under the Era Notes;
(xxiixix) copies of the Acquisition Documents andControl Agreements (or, during any Foreign Collateral Period, equivalent documentation or arrangements to the extent requested required under any applicable Foreign Security Document for accounts located outside the U.S.) for each Cash Management Account owned by any Loan Party (in each case, other than Excluded Accounts), each duly executed by, in addition to the Collateral Agentapplicable Loan Party, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreementsapplicable financial institution;
(xxiiixx) evidence satisfactory to the Agents that a Process Agent has been properly appointed by each Loan Party in accordance with Section 12.10(b); and
(xxi) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent At or prior to Closing, Pacific shall have received on delivered to CWI, or before the Effective Date CWI shall have otherwise received, two (2) fully executed, original counterparts of the following, each :
(a) a deed conveying the fee simple title in form and substance reasonably satisfactory the Real Property to the Collateral Agent andVenture, unless indicated otherwiseduly authorized, executed and acknowledged by Seller, in the form attached hereto as Exhibit “O”;
(b) the LLC Agreement, dated as of the Effective Closing Date (or the Outside Closing Date:, as applicable) duly executed by Pacific and in the form attached hereto as Exhibit “E”;
(c) the New Management Agreement, dated as of the Closing Date (or the Outside Closing Date, as applicable), duly executed by TRS and New Manager and in the form attached hereto as Exhibit “G”;
(d) the New Franchise Agreement, dated as of the Closing Date (or the Outside Closing Date, as applicable), duly executed by the New Franchisor;
(e) a ▇▇▇▇ of Sale, Assignment and Assumption Agreement transferring to the Venture all of the personal property, consumables, books and records, service contracts, Leases and Permits, in the form annexed hereto as Exhibit “H”, duly executed and acknowledged by Pacific;
(f) the Foreign Investment in Real Property Tax Act affidavit in substantially the form annexed hereto as Exhibit “I” duly executed by Pacific;
(g) a copy of the monthly projections of income, expenses and other items projected for the operation of the Venture, the Hotel, as applicable, for each the remaining calendar months of Fiscal Year 2012 (collectively, the “Monthly Projections”), all of which shall be acceptable to the Parties (in each Party’s respective sole and absolute discretion);
(h) a copy of the annual forecasts of the Venture and TRS including an annual operating budget, and estimated receipts and expenses and other items projected for the operation of the Venture, the Hotel, as applicable, for Fiscal Years 2012, 2013, 2014 and 2015 (each, a “Forecast Budget”), all of which shall be acceptable to the Parties (in each Party’s respective sole and absolute discretion);
(i) a Security Agreementconsent and acknowledgement from Gemstone Hotels & Resorts, together withLLC, to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
a Missouri limited liability company (ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment“Gemstone”), duly executed by the Buyer;Gemstone; and
(vj) any other documents, instruments or agreements reasonably necessary to effectuate the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions transaction contemplated by the Loan Documents to which such Loan Party is or will this Agreement. The Closing shall not be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected deemed to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to occurred until each of the Existing Credit Facilities deliveries and all related documents, duly executed by the applicable Loan Parties actions described in this Section 6.1 and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office Section 6.2 below has occurred or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably requestbeen waived.
Appears in 1 contract
Sources: Contribution Agreement (Carey Watermark Investors Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) this Agreement, duly executed by each of the parties hereto;
(ii) the Subordination Agreement, duly executed by the parties thereto;
(iii) a Security Agreement, duly executed by each Borrower;
(iv) the Pledge Agreement, duly executed by the Parent together with, to the extent applicable, the with (A) such original stock certificates or other certificated securities or instruments representing all of Capital Stock of each Subsidiary of the Equity InterestsParent, and all promissory notes required to be pledged thereunder, accompanied by (B) undated stock powers executed in blank with signature guaranteed, and (C) such opinion of counsel and such approving certificate of the issuer of such Capital Stock as the Agent may reasonably request with respect to complying with any legend on any such certificate or any other proper instruments of transfermatter relating to such Capital Stock;
(ii) a UCC Filing Authorization Letter, together with (Av) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each the Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgagePledge Agreement;
(iiivi) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor each Borrower or any Loan Party of its Subsidiaries and which are filed in the offices referred to in paragraph (iiviii) abovebelow, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral AgentAgent or that are related to Permitted Liens, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral AgentLender, shall not show any such Liens other than Permitted Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan PartyBorrower, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party Borrower is or will be a party, and (B) the execution, delivery and performance by such Loan Party Borrower of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person Borrower in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan PartyBorrower, certifying the names and true signatures of the representatives of such Loan Party Borrower authorized to sign each Loan Document to which such Loan Party Borrower is or will be a party and the other documents to be executed and delivered by such Loan Party Borrower in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xix) a certificate of the appropriate official(s) of the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and each jurisdiction state of foreign qualification of each Loan Party Borrower certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party Borrower in such jurisdictionsstates, certified as of a date not more than 5 days prior to the Effective Date by such official(s);
(xix) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party Borrower certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdictionBorrower;
(xiixi) a copy of the Governing Documents by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan PartyBorrower, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan PartyBorrower;
(xiiixii) an opinion of ▇▇▇▇▇▇▇ Lovells, ▇▇▇▇▇▇ L.L.P. counsel to the Loan PartiesBorrowers, substantially in the form of Exhibit D and as to such customary other matters as the Agents Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviixiii) a certificate of an Authorized Officer of each Loan PartyBorrower, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)4.01;
(xviiixiv) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereofStatements, certified as of the Effective Date as complying with the representations complete and warranties set forth in Section 6.01(g)(ii) correct by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxv) evidence of the insurance coverage required by Section 7.01 6.01(h) and the terms of each the Security Agreement delivered pursuant to Section 4.01(d)(iii) and such other insurance coverage with respect to the business and operations of the Loan Parties Borrowers and their Affiliates as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements indorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixvi) evidence [Intentionally Omitted]
(xvii) a certificate of an Authorized Officer of each Borrower, certifying the names and true signatures of the payment in full persons that are authorized to provide Notices of Borrowings and all Indebtedness other notices under this Agreement and the Existing Credit Facilities, together with other Loan Documents;
(Axviii) a termination landlord waiver, in form and release agreement or deed of release (substance satisfactory to the Agent and which may be included as applicable) a provision contained in the relevant Lease, executed by the landlord with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralLeases set forth on Schedule 5.01(p);
(xxiixix) copies of the Acquisition Documents andagreements, to the extent requested instruments and other documents executed and delivered by the Collateral Agent, of the other any Borrower in connection with any Material Contracts Contract as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative each Borrower, together with a certificate of an Authorized Officer of the Administrative such Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties such Borrower has not breached or defaulted in any of its obligations under such agreements;
(xxiiixx) a stamped, recorded copy of the Certificate of Merger evidencing the merger of Dynax with and into the Parent as filed with the Secretary of State of the State of Delaware, together with an executed copy of the Merger Agreement certified as a true and correct copy thereof by an Authorized Officer of the Parent; and
(xxi) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Lender in form and substance, as the Collateral Agent Lender may reasonably request.
Appears in 1 contract
Sources: Financing Agreement (Enherent Corp)
Delivery of Documents. The Collateral Agent Agents shall have received on or before the Amendment No. 6 Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent andAgents, unless indicated otherwise, dated the Amendment No. 6 Effective Date:
(i) a Security Agreementthis Amendment, together withduly executed and delivered by the Loan Parties, each Agent, the Required Lenders and the Additional Term Loan Lenders, in form and substance satisfactory to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferAgents;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying (A) as to copies of the Governing Documents of such Loan Party, together with all amendments thereto, confirming that such Governing Documents have not been amended or modified since the Effective Date, (B) as to a copy of the resolutions or written consents of such Loan Party authorizing (1) the transactions contemplated by this Amendment and the Amendment No. 6 Fee Letter, (2) the execution, delivery and performance by such Loan Party of this Amendment and the Amendment No. 6 Fee Letter, and (3) the execution, delivery and performance of the other documents to be delivered by such Person in connection with this Amendment, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party this Amendment, the Amendment No. 6 Fee Letter and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithherewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
Authorized Officers and (xD) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in subsections (b) and (c) of this Section 5.01(b)4;
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xixiii) a certificate of the chief financial officer of Funko Holdings Holdings, certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations on behalf of the Loan Parties as that the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders(on a consolidated basis), (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering after giving effect to any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect Loans made on the Amendment No. 6 Effective Date, certified as true and correct copies thereof by an Authorized Officer are Solvent; and
(iv) a fully executed copy of the Administrative BorrowerFee Letter, together with a certificate of an Authorized Officer of dated the Administrative Amendment No. 6 Effective Date, among the Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
Agents (xxiii) such other customary agreements, instruments, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request“Amendment No. 6 Fee Letter”).
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests (which are certificated) and all original promissory notes required to be pledged thereunder, in each case accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC and PPSA financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(iii) a Perfection Certificate;
(iv) the Collateral Assignment, duly executed by the BuyerDisbursement Letter;
(v) the Intercompany Subordination Agreement, duly executed by each Loan PartyFee Letter;
(vi) the Flow of Funds Intercompany Subordination Agreement, duly executed by each party; thereto;
(vii) a copy each of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewithEquity Documents;
(viii) a Perfection Certificatethe management rights letter, duly executed by dated as of the parties theretodate hereof, among the Loan Parties and the Agents, as amended, amended and restated, supplemented or otherwise modified from time to time (the “VCOC Management Rights Agreement”);
(ix) subject to Section 5.03(d), each of the Foreign Loan Documents;
(x) the Financial Statements; provided, that the Agents hereby acknowledge receipt of the foregoing Financial Statements;
(xi) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures (A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction), (B) as to a copy of the resolutions or written consents of such Loan Party (including a copy of the resolution of the board of managers of each Lux Loan party) authorizing (1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, including, without limitation, in the case of the Borrower, the Equity Documents, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, Term SOFR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers, (D) as to the matters set forth in Section 5.01(b), (E) a copy of an extract (extrait) from the Luxembourg Companies Register in respect of each Lux Loan Party, (F) a copy of the negative certificate (certificat de non inscription d’une décision judiciaire) issued by the Luxembourg Companies Register in respect of each Lux Loan Party and (G) with respect to any Lux Loan Party, confirming that (1) it does not meet or threaten to meet the criteria of bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), controlled management (gestion controlée), reprieve from payment (sursis de paiement), general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally, is not in a state of cessation of payments (cessation de paiements), and has not lost commercial creditworthiness (ébranlement de credit) and no application has been made by any other person entitled for the appointment of a commissaire, juge commissaire, liquidateur, curateur or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings and that no application has been made by such Lux Loan Party for a voluntary or judicial winding-up or liquidation and (2) such Lux Loan Party complies with the Luxembourg Domiciliation Regulation;
(xii) a certificate of the chief financial officer or other financial officer of the Administrative Borrower (A) certifying that the Administrative Borrower and its Subsidiaries on a consolidated basis (after giving effect to the Loans made on the Effective Date) are Solvent, (B) attaching a copy of the Governing Documents Projections described in Section 6.01(g)(ii) hereof and certifying as to the compliance with the representations and warranties set forth in Section 6.01(aa)(ii), (C) certifying that after giving effect to all Loans to be made on the Effective Date and the refinancing of each the Existing Credit Facility, (x) Liquidity of the Loan Party, together with all amendments thereto, certified Parties is not less than $95,000,000 and (y) Total ARR Leverage Ratio determined as of the Effective Date by last day of the fiscal month of the Administrative Borrower ended May 31, 2022 (which determination shall, for purposes of this clause (y) only, exclude an Authorized Officer amount equal to the Escrow Funds from the determination of such Loan PartyFunded Indebtedness pursuant to clause (a) of the definition of Total ARR Leverage Ratio and include an additional $6,000,000 in the determination of Annualized Recurring Revenue pursuant to clause (b) of the definition of Total ARR Leverage Ratio), is not greater than 1.25 to 1.00;
(xiii) [reserved];
(xiv) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each U.S. Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xv) an opinion of ▇▇▇▇▇▇ Lovells▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted]., including, without limitation, the Warrant;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixvii) evidence of the payment in full of all Indebtedness under the Existing Credit FacilitiesFacility, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties and the Existing LendersAgent, (B) if applicable, a satisfaction of mortgage for each mortgage filed by the Existing Agent on each Facility, (C) if applicable, a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing Lenders Agent at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (CD) UCC-3 UCC 3 termination statements for all UCC-1 financing statements and PPSA discharges of all PPSA financing statements, in each case filed by the Existing Lenders Agent and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiixviii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, duly executed by each Loan Party, together with, with such evidence as the Agents shall require to evidence the extent applicable, the original stock certificates representing delivery to First Lien Agent of all of the Equity Interests, and all intercompany promissory notes required to be pledged thereunderof such Loan Parties, accompanied by undated stock powers executed in blank and other proper instruments of transferallonges endorsing such notes to First Lien Agent;
(ii) the Canadian Documents,
(iii) the Designated Account Control Agreement, duly executed by Borrower, First Lien Agent and ▇▇▇▇▇ Fargo Bank, N.A.,
(iv) [intentionally omitted]
(v) the Intercreditor Agreement, duly executed by First Lien Agent and acknowledged by each Loan Party,
(vi) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vii) a UCC Filing Authorization Letter, duly executed by each Loan Party, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageAgreement;
(iiiviii) the Fee Letter, duly executed and delivered by Borrower;
(ix) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) abovefiled, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viix) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer the secretary thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixxi) a certificate of an Authorized Officer the secretary of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xxii) a certificate of the appropriate official(s) of (A) the jurisdiction state of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (B) each jurisdiction state of foreign qualification of each Loan Party where the failure to be so qualified in such jurisdiction described solely in this clause (B) would result in a Material Adverse Effect, in each case of clauses (A) (B) of this subsection, certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsstates;
(xixiii) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational organized number is issued in such jurisdiction;
(xiixiv) a copy of the Governing Documents charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer the secretary of such Loan Party;
(xiiixv) an opinion one or more opinions of ▇▇▇▇▇ Lovells, counsel to each of the Loan PartiesParties (including Canadian and other foreign counsel, as applicable), substantially in the form of Exhibit 5.01(d) and as to such customary other matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xvii) a copy of the Financial Statements;
(xviii) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of which projections shall be satisfactory in form and substance to the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate ParentAgents;
(xix) a certificate of the chief financial officer of Funko Holdings the Borrower, setting forth in reasonable detail the calculations required to establish compliance, on a pro forma basis after giving effect to the transactions contemplated to occur on the Effective Date, with each of the financial covenants contained in Section 7.03;
(xx) a certificate of the chief financial officer of Borrower, certifying as to the solvency of the Borrowers (taken as Borrower individually and the Loan Parties on a whole)consolidated basis, which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxxi) a certificate of the chief financial officer of Borrower, certifying the current status of the ULT Litigation, the litigation regarding the Arbitration Award and the Loan Parties’ obligations in respect of their Benefit Plans (including the currently expected date and amount of any cash payments required to be made on or before the Final Maturity Date in respect thereof);
(xxii) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ days prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixxiii) evidence a certificate of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each secretary of the Existing Credit Facilities Borrower, certifying the names and true signatures of the persons that are authorized to provide Notices of Borrowing, and all related documents, duly executed by the applicable Loan Parties other notices under this Agreement and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the other Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the CollateralDocuments;
(xxiixxiv) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer the secretary of the Administrative Borrower, together with a certificate of an Authorized Officer the secretary of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xxiiixxv) a termination and release agreement with respect to the Existing Credit Facility and all related documents, duly executed by the Loan Parties and the Existing Agent, together with termination statements for all financing statements filed by the Existing Agent and covering any portion of the Collateral;
(xxvi) such depository account, blocked account, lockbox account and similar agreements and other documents, each in form and substance satisfactory to the Agents, as the Agents may request with respect to the Borrower’s cash management system; and
(xxvii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Sources: Financing Agreement (Magnetek Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Interim Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent (and in the case of items (i), (v) and (xiii) below, the Administrative Agent) and, unless indicated otherwise, dated on or as of the Interim Facility Effective Date:
(i) the Fee Letter;
(ii) a Security Pledge Agreement, duly executed by each Loan Party, together with, to the extent applicable, with the original stock certificates (to the extent certificated) representing all (or, in the case of a Foreign Subsidiary, 65%) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg.
Section 1. 956-2(c)(2)) and all of the Equity Interests, issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg.
Section 1. 956-2(c)(2)) of each direct Subsidiary of such Loan Party and all intercompany promissory notes required to be pledged thereunderof such Loan Party, accompanied by undated stock powers executed in blank and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter; provided, together with (A) appropriate financing statements on Form UCC-1, duly filed in such office or offices as may be necessary or, in that the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created possession by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing Silver Point of such UCC-1 financing statements stock certificates, intercompany notes and related documentation as reasonably requested by collateral under the Collateral Agent and each MortgageExisting Credit Agreement shall be deemed to constitute delivery hereunder;
(iii) certified copies of request for copies of information on Form UCC-11UCC-11 in jurisdictions deemed necessary by the Collateral Agent, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) aboveParty, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to property in writing jurisdictions deemed necessary by the Collateral Agent, which results shall not show any such Liens, except Permitted Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(vii) a copy of the resolutions of each Loan Party, certified as of the Interim Facility Effective Date by an Authorized Officer thereof, authorizing (A) the -63- borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ixv) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(xvi) a certificate of the appropriate official(s) of (A) the jurisdiction state of organization and, except to of each Loan Party and (B) each state of foreign qualification of each Loan Party other than those states in which the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, in each jurisdiction of foreign qualification of each Loan Party case, certifying as of a recent date not more than 30 days prior to the Interim Facility Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsstates;
(xivii) a true and complete copy of the chartercharter and by-laws, certificate of formationlimited liability company agreement, certificate operating agreement, agreement of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Interim Facility Effective Date by an Authorized Officer of such Loan PartyParty or a certificate of an Authorized Officer of such Loan Party certifying that such documents delivered pursuant to the Existing Credit Agreement remain in full force and effect and have not been amended or otherwise modified;
(xiiiA) an opinion of ▇▇▇▇▇ Lovells, in-house counsel to for the Loan Parties, as to such customary matters as substantially in the Agents may reasonably requestform of Exhibit C;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviiix) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in subsection (c) of this Section 5.01(b)6.01;
(xviiix) a copy of (A) the Short-Term Budget and the Long-Term Budget, (B) the Financial Statements and (BC) the financial projections described in Section 6.01(g)(ii7.01(g)(ii)(B) and (C) hereof, certified as of the Interim Facility Effective Date by an Authorized Officer of the Parent as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent7.01(g);
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xxxi) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case8.01, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixii) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force Borrower, certifying the names and effect and that none true signatures of the persons that are authorized to provide Notices of Borrowing, Letter of Credit Applications, LIBOR Notices and all other notices under this Agreement and the other Loan Parties has breached or defaulted in any of its obligations under such agreements;Documents; and
(xxiiixiii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Sources: Financing Agreement (Aaipharma Inc)
Delivery of Documents. The Collateral Agent Agents shall have received on or before the Amendment No. 4 Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent andAgents, unless indicated otherwise, dated the Amendment No. 4 Effective Date:
(i) a Security Agreementthis Amendment, together withduly executed by the Loan Parties, each Agent and the Required Lenders, in form and substance satisfactory to the extent applicable, the original stock certificates representing all of the Equity Interests, and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank and other proper instruments of transferAgents;
(ii) a UCC Filing Authorization Letterthat certain Waiver to Financing Agreement, together with dated as of the date hereof (A) appropriate financing statements on Form UCC-1the “Amendment No. 4 Waiver”), duly filed in such office or offices as may be necessary orexecuted and delivered by the Loan Parties, in the opinion of the Collateral each Agent, desirable to perfect and the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgageRequired Lenders;
(iii) certified copies that certain Fee Letter, dated as of request for copies of information on Form UCC-11the date hereof (the “Amendment No. 4 Fee Letter”), listing all effective financing statements which name as debtor any Loan Party Amendment No. 4 Fee Letter shall be duly executed and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed delivered by the Collateral AgentBorrower, shall cover any of the Collateral (other than Permitted Liens) Lenders and the results of searches for any tax Lien Administrative Agent and judgment Lien filed against such Person or its property, which results, except as otherwise agreed in form and substance satisfactory to in writing by the Collateral Administrative Agent, shall not show any such Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by a certificate of an Authorized Officer of each Loan Party;
, certifying (viA) as to copies of the Flow Governing Documents of Funds Agreementsuch Loan Party, duly executed by each party; together with all amendments thereto;
, confirming that such Governing Documents have not been amended or modified since the Effective Date, (viiB) as to a copy of the resolutions or written consents of each such Loan Party, certified as of the Effective Date by an Authorized Officer thereof, Party authorizing (A1) the borrowings hereunder and the transactions contemplated by this Amendment and the other Loan Documents to which such Loan Party is or will be a party, and (B2) the execution, delivery and performance by such Loan Party of this Amendment and each other Loan Document to which such Loan Party is or will be a party and (3) the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
, (viiiC) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign this Amendment and each other Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representativesAuthorized Officers and (D) as to the matters set forth in subsections (b) and (c) of this Section 4;
(xv) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party Party, certifying as of a recent date not more than 30 days prior to the Amendment No. 4 Effective Date as to the subsistence existence in good standing of, and the payment of taxes Taxes by, such Loan Party in such jurisdictions, except for each Mexican Loan Party which is only required to deliver the compliance with tax obligations certificate (Opinión del cumplimiento de obligaciones fiscales);
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents of each Loan Party, together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiii) an opinion of ▇▇▇▇▇ Lovells, counsel to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xviivi) a certificate of an Authorized Officer of each Loan Party, the Borrower certifying as to the matters set forth in Section 5.01(b);
(xviii) a copy of that (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations and warranties set forth in Section 6.01(g)(ii) by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings certifying as to the solvency of the Borrowers (taken as a whole), which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent;
(xx) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxi) evidence of the payment in full of all Indebtedness under the Existing Credit Facilities, together with (A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxii) attached copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts and listed in Annex B hereto as in effect on the Amendment No. 4 Effective DateDate are true, certified as true complete and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that and (B) such agreements remain in full force and effect and that and, except as disclosed in Annex B, none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;; and
(xxiiivii) such other customary agreementsfully executed copies of (A) Amendment No. 6 to the Credit Agreement and (B) Waiver to Credit Agreement, instrumentsin each case, opinions dated as of the date hereof, by and other documentsamong the Loan Parties party thereto, each reasonably the Existing Second Lien Collateral Agent, GLAS USA LLC, as administrative agent, and the Existing Second Lien Lenders, in form and substance satisfactory to the Collateral Agent in form Agents, and substanceall other amendments, as waivers, or agreements relating to such facility entered into by any of the Collateral Agent may reasonably requestparties thereto since May 27, 2022.
Appears in 1 contract
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective Date:
(i) a Security Agreement, together withduly executed by each Domestic Loan Party (which shall include a grant of a Lien on all of the Domestic Loan Parties' joint venture, partnership or limited liability company interests of such Domestic Loan Party in Persons that are not its Subsidiaries directly owned by such Domestic Loan Party, in each case to the extent applicablesuch Lien is permitted taking into account applicable law, including, without limitation, the Uniform Commercial Code);
(A) a Pledge Agreement, duly executed by each Loan Party, together with the original stock certificates representing (x) all of the Equity InterestsCapital Stock of (I) such Loan Party's wholly-owned Domestic Subsidiaries (other than Inactive Subsidiaries) and (II) Milacron Capital and (y) 65% of the voting Capital Stock of such Loan Party's directly owned Foreign Subsidiaries (to the extent permissible taking into account applicable law), other than D-M-E (Hong Kong) Limited, Japan D-M-E Corporation and Ferromatik Milacron India Limited, and all intercompany promissory notes required to be pledged thereunderof such Loan Parties, accompanied by undated stock powers executed in blank and and/or other proper instruments of transfertransfer and (B) a Pledge Agreement, duly executed by Milacron Capital in respect of its pledge of 65% of the voting Capital Stock of Milacron B.V., which, in the case of this clause (B) complies with the requirements of law of The Netherlands;
(iiiii) a Mortgage, duly executed by the applicable Loan Party, with respect to each Facility and in a suitable form for recording in an appropriate office;
(iv) a Title Insurance Policy with respect to each Mortgage, dated as of the Effective Date;
(v) a survey of each Facility subject to a Mortgage, in form and substance reasonably satisfactory to the Collateral Agent; provided that a survey shall not be required for the Facilities located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, Dayton, Ohio;
(vi) a UCC Filing Authorization Letter, duly executed by each Loan Party, together with (A) appropriate financing statements on Form UCC-1, UCC (or similar financing statements or filings in any foreign jurisdiction) duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each MortgagePledge Agreement;
(iiivii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (iivii) above, together with copies of such financing statementsstatements (or similar filings in any foreign jurisdiction), none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens other than Permitted Liens;
(iv) the Collateral Assignment, duly executed by the Buyer;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;
(vi) the Flow of Funds Agreement, duly executed by each party; thereto;
(viiviii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder (in the case of the Borrowers) and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(viii) a Perfection Certificate, duly executed by the parties thereto;
(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers/directors/representatives;
(x) a certificate of the appropriate official(s) of the state or other applicable jurisdiction of organization and, except certifying as to the extent good standing of, and the payment of taxes by (if issued by such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectstate or other applicable jurisdiction), such Loan Party in such state or other applicable jurisdiction, and each jurisdiction material state of foreign qualification of each Loan Party certifying as to the qualification of such Loan Party to do business in each such state and, in each case, certified as of a recent date not more than 30 days prior to the Effective Date, together, if requested by the Collateral Agent, with confirmation by telephone or telecopy (where available) on the Effective Date from such official(s) as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictionsmatters;
(xi) a true and complete copy (or abstract, as applicable) of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party and Milacron B.V. certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the state or other applicable jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party Person as is set forth herein and the organizational number of such Loan PartyPerson, if an organizational number is issued in such jurisdiction;
(xii) a copy of the Governing Documents charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan PartyParty and Milacron B.V., together with all amendments thereto, certified as of the Effective Date by an Authorized Officer of such Loan Party;
(xiiiA) an opinion of Cravath, Swaine & ▇▇▇▇▇ LLP, special New York counsel to the Administrative Borrower, substantially in the form of Exhibit F (including, without limitation, an opinion that the incurrence of the Indebtedness evidenced by this Agreement and the granting of the Liens in favor of the Collateral Agent to secure such Indebtedness (including, without limitation, the granting of Liens on the Facilities) does not require the granting of an equal and ratable Lien with any agent under the Euro Indenture for the benefit of the Euro Note Holders pursuant to the express terms and conditions thereof), (B) an opinion of ▇▇▇▇ ▇'▇▇▇▇▇▇▇, general counsel of the Administrative Borrower, (C) an opinion of ▇▇▇▇ ▇▇▇▇▇, patent counsel of the Administrative Borrower, (D) an opinion of local counsel in respect of UCC filings to be made pursuant to Section 5.01(d)(vii) and other appropriate matters in Delaware, Illinois, Michigan, Massachusetts, Minnesota and Ohio, (E) an opinion of local counsel to the applicable Loan Parties, in the local jurisdictions where the Facilities are located, and (F) an opinion of ▇▇▇▇▇ Lovells& ▇▇▇▇▇▇▇▇, counsel to the applicable Loan PartiesParties in respect of the Pledge Agreements to be executed and delivered pursuant to Section 5.01(d)(ii)(B), in each case as to such other customary matters as the Agents Collateral Agent may reasonably request;
(xiv) [Intentionally Omitted].
(xv) [Intentionally Omitted].;
(xvi) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in subsection (b) of this Section 5.01(b)5.01;
(xviiixv) a copy of (A) the Financial Statements and (B) the financial projections described in Section 6.01(g)(ii) hereof, certified as of the Effective Date as complying with the representations true and warranties set forth correct, in Section 6.01(g)(ii) all material respects, by an Authorized Officer of the Ultimate Parent;
(xix) a certificate of the chief financial officer of Funko Holdings the Parent, and, in the case of such financial projections, that such projections are believed at the time to be reasonable, are prepared in good faith and are based on assumptions, methods and tests stated therein which were believed to be reasonable at the time prepared and upon information believed to have been accurate based upon the information available at the time such projections were prepared and that there are no facts or information that would lead the Person certifying as to the solvency of the Borrowers (taken as a whole)such projections, which certificate shall be reasonably satisfactory to believe that such projections are in form and substance to the Collateral Agentcorrect or misleading in any material respect;
(xxxvi) evidence of the insurance coverage required by Section 7.01 7.01(h) and the terms of each Security Agreement and each Mortgage and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder (in the case of liability and property insurance) as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ ' prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixvii) evidence a certificate of an Authorized Officer of the payment Administrative Borrower, certifying the names and true signatures of the persons that are authorized to provide Notices of Borrowing and all other notices under this Agreement and the other Loan Documents;
(xviii) Landlord Waiver, Bailee Letter and/or similar collateral access agreements, in full of all Indebtedness under each case, in form and substance reasonably satisfactory to the Existing Credit FacilitiesAgent and which may be included as a provision contained in the relevant Lease or other agreement, together with (A) a termination and release agreement or deed of release (as applicable) executed by each landlord and/or bailee with respect to each of the Existing Credit Facilities Leases set forth on Schedule 6.01(o), it being understood that (A) the failure to obtain such waivers, letters and/or agreements on or prior to the Effective Date will not result in a failure to satisfy a condition precedent to the effectiveness of this Agreement or an Event of Default, provided, that the Borrowers have used reasonable effects to obtain such waivers, letters and/or agreements, and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, (B) a termination of security interest in intellectual property the Administrative Agent shall have the right to establish customary Reserves for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Partiesfailure to obtain such waivers, and (C) UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateralletters and/or agreements;
(xxiixix) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of Euro Indenture and the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect effect, have not been otherwise amended or modified, and that none of the Loan Parties has breached is in breach or defaulted default in any of its obligations under such agreements, other than breaches or defaults that, individually and in the aggregate, are of immaterial obligations thereunder;
(xx) a termination and release agreement with respect to the Existing Credit Facility and all related documents, duly executed by the applicable Loan Parties and the Existing Agent, on behalf of itself and the Existing Lenders and authorization by the Existing Agent to the Agent to file UCC termination statements for all UCC financing statements filed by the Existing Agent, on behalf of the Existing Lenders, and covering any portion of the Collateral;
(xxi) a termination and release agreement with respect to the Existing Receivables Facility and all related agreements, instruments or other documents, duly executed by the parties necessary to terminate such facility;
(xxii) the Intercompany Subordination Agreement, duly executed by each Loan Party and its Subsidiaries; and
(xxiii) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent in form and substance, as the Collateral Agent may reasonably request.
Appears in 1 contract
Sources: Financing Agreement (Milacron Inc)
Delivery of Documents. The Collateral Agent shall have received on or before the Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Effective DateDate and, if applicable, duly executed by the Persons party thereto:
(i) a each Security Agreement, together with, to the extent applicable, with the original stock certificates representing all of the Equity Interests, Interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers executed in blank by a duly authorized officer of the pledgor thereof and other proper instruments of transfer;
(ii) a UCC Filing Authorization Letter, together with (A) evidence reasonably satisfactory to the Collateral Agent of the filing of appropriate financing statements on Form UCC-1, duly filed UCC 1 in such office or offices as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and (B) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements as reasonably requested by the Collateral Agent and each Mortgage;
(iii) certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the offices referred to in paragraph (ii) above, together with copies of such financing statements, none of which, except as otherwise agreed by the Collateral Agent, shall cover any of the Collateral (other than Permitted Liens) and the results of searches for any effective UCC financing statements, tax Lien and Liens or judgment Lien Liens filed against such Person any Loan Party or its property, as well as lien search results from the Mexican Registro Único de Garantías Mobiliarias in the folio mercantil of the Loan Parties incorporated under the laws of Mexico that are no more than 30 calendar days old showing no Liens over the assets of the Loan Parties, which results, except as otherwise agreed to in writing by the Collateral Agent, results shall not show any such LiensLiens (other than Permitted Liens acceptable to the Collateral Agent);
(iv) the Collateral Assignment, duly executed by the Buyera Perfection Certificate;
(v) the Intercompany Subordination Agreement, duly executed by each Loan Party;Intellectual Property Security Agreements; US-DOCS\156209705.12
(vi) no later than 3 Business Days in advance of the Flow Effective Date, the Administrative Agent shall have received all documentation and other information (including, if the Borrower qualify as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification) reasonably requested by any Lender that is party hereto on the Effective Date in writing with respect to any Loan Party in advance of Funds Agreementthe Effective Date, duly executed which documentation or other information is required by each partyregulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Beneficial Ownership Regulation; thereto;provided that, in the case of a Beneficial Ownership Certification, upon the request of the Administrative Agent, the Borrower shall return such completed Beneficial Ownership Certification directly to the requesting Lender.
(vii) a copy of the resolutions of each Loan Party, certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith[reserved];
(viii) a Perfection Certificate, duly executed by the parties thereto[reserved];
(ix) the Fee Letter;
(x) the Intercompany Subordination Agreement;
(xi) the Intercreditor Agreement;
(xii) [reserved];
(xiii) [reserved];
(xiv) an initial 13 Week Cash Flow;
(xv) the management rights letter, dated as of the date hereof, among the Loan Parties and the Agents, as amended, amended and restated, supplemented or otherwise modified from time to time (the “VCOC Management Rights Agreement”);
(xvi) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures certifying
(A) as to copies of the representatives Governing Documents of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewithParty, together with evidence of the incumbency of such authorized officers/directors/representatives;
all amendments thereto (x) a certificate of the appropriate official(s) of the jurisdiction of organization andincluding, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effectwithout limitation, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction;),
(xiiB) as to a copy of the Governing resolutions or written consents of such Loan Party authorizing US-DOCS\156209705.12
(1) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party,
(2) the execution, delivery and performance by such Loan Party of each Loan Party, together with all amendments thereto, certified as Document to which such Loan Party is or will be a party and the execution and delivery of the Effective Date other documents to be delivered by an Authorized Officer of such Loan Party;Person in connection herewith and therewith,
(xiii3) an opinion for Mexican law purposes, authorizing and granting in favor of the relevant officers of each Loan Party the necessary powers of attorney to execute and deliver this Agreement and each other Loan Document to which it is a Party and including, authority for acts of ownership (poder para actos de dominio), and the promissory notes (including poder para suscribir títulos de crédito conforme al artículo 9 de ▇▇ ▇▇▇ General de Títulos y Operaciones de ▇▇▇▇▇ Lovells▇▇▇), counsel and
(4) granting a special irrevocable power-of-attorney for lawsuits and collections and acts of administration (poder especial irrevocable para pleitos y cobranzas y actos de administración) in favor of the Process Agent, to act as its agent for service of process for purposes of Section 12.10, in a form acceptable to the Loan Parties, as to such customary matters as the Agents may reasonably request;
(xiv) [Intentionally Omitted]Administrative Agent.
(xvC) [Intentionally Omitted].;the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, SOFR Notices and all other notices under this Agreement and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers and
(xviD) [Intentionally Omitted].
(xvii) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.01(b);
(xviiixvii) a certificate of the chief financial officer of the Parent
(A) setting forth in reasonable detail the calculations and other supporting evidence (including financial support demonstrating the sources and uses of amounts included in such calculation and the proceeds of the Loans and other amounts received or distributed on or around the Effective Date in connection with the transactions contemplated hereunder in form and substance satisfactory to the Administrative Agent) required to establish compliance, on a pro forma basis after giving effect to the Loans, that the Leverage Ratio of Parent and its Subsidiaries is less than or equal to 3.00:1.00,
(B) certifying that all federal, state, provincial and foreign income tax and all other material tax returns required to be filed by the Loan Parties have been filed and all Taxes upon the Loan Parties or their properties, assets, and income (including real property Taxes and payroll Taxes) have been paid except (A) unpaid Taxes in an aggregate amount at any one time not in excess of $250,000 in the US-DOCS\156209705.12 aggregate, and (B) Taxes contested in good faith by proper proceedings which stay the imposition of any Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP,
(C) attaching a copy of (A) the Financial Statements and (B) the financial projections Projections described in Section 6.01(g)(ii) hereof, certified hereof and certifying as of to the Effective Date as complying compliance with the representations and warranties set forth in Section 6.01(g)(ii6.01(g)(i) by an Authorized Officer and Section 6.01(jj) and
(D) certifying that after giving effect to all Loans to be made on the Effective Date, (1) the Liquidity is not less than $20,000,000 and (2) all material liabilities of the Ultimate ParentLoan Parties are current;
(xixxviii) a certificate of the chief financial officer of Funko Holdings the Parent certifying as to the solvency of the Borrowers (Loan Parties and their Subsidiaries, taken as a whole), which certificate shall be reasonably satisfactory in form and substance (after giving effect to the Collateral AgentLoans made on the Effective Date);
(xix) a certificate of an Authorized Officer of the Borrower certifying that
(A) the attached copies of (1) [reserved] and (2) the other Material Contracts as in effect on the Effective Date are true, complete and correct copies thereof and
(B) such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements;
(xx) a certificate of the appropriate official(s) of the jurisdiction of organization certifying as of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions;
(xxi) an opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, as to such matters as the Collateral Agent may reasonably request;
(xxii) evidence of the insurance coverage required by Section 7.01 and the terms of each Security Agreement and each Mortgage and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request, in each case, where reasonably requested by the Collateral Agent, with such endorsements as to the named insureds or loss payees thereunder as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request;
(xxixxiii) [reserved], US-DOCS\156209705.12
(xxiv) [reserved];
(xxv) evidence of the payment in full of all Indebtedness under the Existing Credit FacilitiesFacility, together with with
(A) a termination and release agreement or deed of release (as applicable) with respect to each of the Existing Credit Facilities Facility and all related documents, duly executed by the applicable Loan Parties and the Existing Lenders, ,
(B) evidence of satisfaction of mortgage for each mortgage filed by the Existing Lender on each Facility (if any),
(C) a termination of security interest in intellectual property Intellectual Property for each assignment for security recorded by the Existing Lenders at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of the Loan Parties, and and
(CD) UCC-3 UCC 3 termination statements for all UCC-1 financing statements filed by the Existing Lenders and covering any portion of the Collateral;
(xxiixxvi) copies of the Acquisition Documents and, to the extent requested by the Collateral Agent, of the other Material Contracts as in effect on the Effective Date, certified as true and correct copies thereof by an Authorized Officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements[reserved];
(xxiiixxvii) [reserved]; and
(xxviii) evidence of a redemption in full of all the Existing Preferred Equity Interests,
(xxix) such other customary agreements, instruments, approvals, opinions and other documents, each reasonably satisfactory to the Collateral Agent Agents in form and substance, as the Collateral any Agent may reasonably request.
Appears in 1 contract