Documentary Conditions. The Administrative Agent shall have received each of the following, dated as of the Fifth Amendment Effective Date: (a) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Incremental Term Loan Lenders may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Fifth Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party; (b) such documents and duly executed certifications as the Administrative Agent or the Incremental Term Loan Lenders may reasonably require to evidence that each Loan Party is duly organized, incorporated or formed, and, to the extent applicable, that each Loan Party is validly existing, in good standing (to the extent such concept exists in the applicable jurisdiction) and qualified to engage in business in its jurisdiction of incorporation or formation; and (c) a Solvency Certificate, dated the Fifth Amendment Effective Date, signed by a chief financial officer or an authorized senior financial officer of Holdings, substantially in the form of Exhibit H to the Credit Agreement; (d) a customary certificate dated the Closing Date, signed by a Responsible Officer of the Borrowers, confirming compliance with the conditions precedent set forth in clauses (D), (E) and (F) of this Section III have been satisfied; (e) a duly executed Borrowing Notice in accordance with the requirements of Section 2.02 of the Credit Agreement; (f) a customary opinion of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties, and (B) Holland & Knight LLP, special Florida counsel to the Loan Parties, addressed to each Agent, each L/C Issuer and each Lender, each in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters concerning the Loan Parties, the Amendment and the Loan Documents as the Incremental Term Loan Lenders may reasonably request; and (g) customary lien searches and filings as the Administrative Agent may reasonably require to assure that the 2021 Incremental Term Loans contemplated hereby are secured by the Collateral ratably with the Existing Term Loans.
Appears in 1 contract
Sources: Senior Secured First Lien Credit Agreement (Project Angel Parent, LLC)
Documentary Conditions. The Administrative Agent shall have received each of the following, dated as of the Fifth Fourth Amendment Effective Date:
(a) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Incremental Term Loan Lenders may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Fifth Fourth Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party;
(b) such documents and duly executed certifications as the Administrative Agent or the Incremental Term Loan Lenders may reasonably require to evidence that each Loan Party is duly organized, incorporated or formed, and, to the extent applicable, that each Loan Party is validly existing, in good standing (to the extent such concept exists in the applicable jurisdiction) and qualified to engage in business in its jurisdiction of incorporation or formation; and
(c) a Solvency Certificate, dated the Fifth Fourth Amendment Effective Date, signed by a chief financial officer or an authorized senior financial officer of Holdings, substantially in the form of Exhibit H to the Credit Agreement;
(d) a customary certificate dated the Closing Date, signed by a Responsible Officer of the Borrowers, confirming compliance with the conditions precedent set forth in clauses (D), (E) and (FE) of this Section III have been satisfied;
(e) a duly executed Borrowing Notice in accordance with the requirements of Section 2.02 of the Credit Agreement;
(f) a customary opinion of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties, and (B) Holland & Knight LLP, special Florida counsel to the Loan Parties, addressed to each Agent, each L/C Issuer and each Lender, each in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters concerning the Loan Parties, the Amendment and the Loan Documents as the Incremental Term Loan Lenders may reasonably request; and
(g) customary lien searches and filings as the Administrative Agent may reasonably require to assure that the 2021 2019 Incremental Term Loans contemplated hereby are secured by the Collateral ratably with the Existing Term Loans.
Appears in 1 contract
Sources: Senior Secured First Lien Credit Agreement (Project Angel Parent, LLC)
Documentary Conditions. The Administrative Agent shall have received each of the following, dated as of the Fifth Second Amendment Effective Date:
(a) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Incremental Term Loan Lenders may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Fifth Second Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party;
(b) such documents and duly executed certifications as the Administrative Agent or the Incremental Term Loan Lenders may reasonably require to evidence that each Loan Party is duly organized, incorporated or formed, and, to the extent applicable, that each Loan Party is validly existing, in good standing (to the extent such concept exists in the applicable jurisdiction) and qualified to engage in business in its jurisdiction of incorporation or formation; and
(c) a Solvency Certificate, dated the Fifth Second Amendment Effective Date, signed by a chief financial officer or an authorized senior financial officer of Holdings, substantially in the form of Exhibit H to the Credit Agreement;
(d) a customary certificate dated the Closing Date, signed by a Responsible Officer chief executive officer, chief financial officer or a senior vice president of the Borrowers, confirming compliance with the conditions precedent set forth in clauses (D), (E) and (FE) of this Section III II have been satisfied;
(e) a duly executed Borrowing Notice in accordance with the requirements of Section 2.02 of the Credit Agreement;
(f) a customary opinion of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties, and (B) Holland & Knight LLP, special Florida counsel to the Loan Parties, addressed to each Agent, each L/C Issuer and each Lender, each in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters concerning the Loan Parties, the Amendment and the Loan Documents as the Incremental Term Loan Lenders may reasonably request; and
(g) customary lien searches and filings as the Administrative Agent may reasonably require to assure that the 2021 2018 Incremental Term Loans contemplated hereby are secured by the Collateral ratably with the Existing Term Loans.
Appears in 1 contract
Sources: Senior Secured First Lien Credit Agreement (Project Angel Parent, LLC)