Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,
Appears in 6 contracts
Sources: Loan Agreement (Resaca Exploitation, Inc.), Loan Agreement (Resaca Exploitation, Inc.), Loan Agreement (Resaca Exploitation, Inc.)
Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note;
(ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date;
(iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, a Note payable and (C) any other documents, agreements, or instruments necessary to the order of each Lender create, perfect or maintain an Acceptable Security Interest in the amount Collateral;
(iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its CommitmentSubsidiaries;
(v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, the Guaranties, the Pledge Agreement, the Security Agreementsor additional insured with respect to liability insurance, and Mortgages encumbering at least 80% (by value) of covering the Borrower’s and its Subsidiaries’ Proven Reserves Properties with such insurance carriers, for such amounts and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulescovering such risks as required by Section 5.3;
(iivi) a favorable opinion certificate from an authorized officer of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel Borrower dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified Closing Date stating that as of the such date of this Agreement by a Responsible Officer (A) all representations and warranties of the Borrower of set forth in this Agreement are true and correct in all material respects (A) except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a partytext thereof), (B) the no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;
(vii) a secretary’s certificate of incorporation of the Borrowerfrom each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) the bylaws of the Borrower organizational documents, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Credit Documents to which the Borrower such Person is a party;
(vviii) copiescertificates of good standing for each Credit Party in the state in which each such Person is organized, certified as of which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the resolutions of Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Board of Directors Credit Parties, (or C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and
(x) such other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.
Appears in 6 contracts
Sources: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.)
Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesapplicable Lender;
(ii) a favorable opinion the Guaranty executed by each Wyeville Drop Down Entity and each other Subsidiary of the Borrower’s, its Subsidiaries’ and Borrower existing on the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestEffective Date;
(iii) copiesthe Security Agreement executed by each Credit Party, together with appropriate UCC-1 financing statements, if any, necessary or desirable for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in the Security Agreement;
(iv) fully executed Mortgages covering all fee owned real property of any Credit Party, together with (A) a copy of an existing owner’s policy of title insurance reflecting no Liens on such real property other than Permitted Liens, (B) a flood determination certificate issued by the appropriate Governmental Authority or third party indicating whether such property is designated as a “flood hazard area” and (C) if such property is designated to be in a “flood hazard area”, evidence of flood insurance on such property obtained by the applicable Credit Party in such total amount as required by Regulation H of the Federal Reserve Board, and all official rulings and interpretations thereunder or thereof, and otherwise in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973;
(v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s or its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks that are acceptable to the Administrative Agent together with copies of endorsements of the Credit Parties’ insurance policies maintained pursuant to Section 5.3 as reasonably requested by the Administrative Agent;
(vi) a certificate from an authorized officer of the Borrower dated as of the Effective Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct, (B) no Default has occurred and is continuing; and (C) the conditions precedent set forth in Section 3.1(b), (e), (m)(i) and (ii), and (n) have been met;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, and (C) Organization Documents;
(viii) certificates of good standing for each Credit Party in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not earlier than 30 days prior to Effective Date or (B) otherwise effective on the Effective Date;
(ix) legal opinions of (A) Fulbright & ▇▇▇▇▇▇▇▇ L.L.P. as Texas counsel to the Credit Parties and (B) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Van Deuren s.c., as Wisconsin counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent;
(x) a copy of a registration rights agreement, omnibus agreement, and underwriting agreement in substantially the same form as the applicable exhibits attached to the Registration Statement, certified as of the date of this Agreement Effective Date by a Responsible Officer an authorized officer of the Borrower (x) as being true and correct copies of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower such documents and (Dy) all other documents evidencing other necessary corporate action as being in full force and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentseffect;
(ivxi) certificates of a Responsible Officer copies of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copiesWyeville Drop Down Documents, certified as of the date of this Agreement Effective Date by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions authorized officer of the Board of Directors Borrower (or other applicable governing bodyx) as being true and correct copies of such Guarantor approving documents, (y) as being in full force and effect and (z) that no material term or condition thereof shall have been amended, modified or waived after the Loan Documents execution thereof without the prior written consent of the Administrative Agent;
(xii) letter of credit applications or amendments to which it is a party,the Existing Letters of Credit, as applicable, and such other documents and instruments of transfer as the Administrative Agent and the Issuing Lender deem necessary to effectuate the deemed issuance of the Existing Letters of Credit hereunder; and
(xiii) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.
Appears in 4 contracts
Sources: Commitment Increase Agreement and Second Amendment (Hi-Crush Partners LP), Credit Agreement (Hi-Crush Partners LP), Credit Agreement (Hi-Crush Partners LP)
Documentation. The Administrative Agent shall have received Subject to Section 6.03 hereof, the following duly executed by all the parties thereto, in form and substance satisfactory Borrower may apply to the Administrative AgentBank for Advances, Credit Products, Derivative Transactions and Other Products in accordance with the Issuing Lender Credit and Collateral Policy. The final terms of any Advance, Credit Product, Derivative Transaction or Other Product shall be conclusively established by this Agreement and any Confirmation and Supplemental Documentation related thereto. Any Obligor shall be estopped from asserting any claim or defense with respect to the Lendersterms of any Confirmation or other Supplemental Documentation that is not required to be signed by the Borrower applicable to any Advance, andCredit Product, where applicableDerivative Transaction or Other Product unless, in sufficient copies for each Lender:
within the earlier of (i) this Agreementany time period specified in any Confirmation or Supplemental Documentation relating thereto and (ii) five (5) business days of receipt of the final documents relating to such product or service, a Note payable the Borrower delivers to the order of each Lender in Bank a written notice specifying the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by valuedisputed term(s) or condition(s) of the Advance, Credit Product, Derivative Transaction or Other Product. Upon the request of the Bank, or as provided in the Credit and Collateral Policy, the Borrower shall sign and deliver to the Bank a promissory note or notes and such other Supplemental Documentation in such form as the Bank may reasonably require evidencing any Advance, Credit Product, Derivative Transaction or Other Product. Unless otherwise agreed by the Bank in writing, all Advances shall be made by crediting the Borrower’s demand deposit account(s) with the Bank. All Borrowing Documents shall be deemed to have been executed and its Subsidiaries’ Proven Reserves and Oil and Gas Properties delivered in connection therewithAtlanta, and each of the other Loan DocumentsGeorgia, and all attached exhibits payments made under the Borrowing Documents shall be deemed to have been made in Atlanta, Georgia. The Bank’s obligation to fund any portion of any approved Advance, issue any approved letter of credit, guaranty or financial accommodation relating to a Credit Product or continue under any Derivative Transaction or Other Product shall be subject to (i) continuing compliance by the Obligors with the terms and schedules;
provisions of this Agreement (ii) a favorable opinion there having occurred no Event of the Borrower’s, its Subsidiaries’ Default hereunder and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as the continuing satisfaction by the Obligors of the date of this Agreement by a Responsible Officer credit and collateral considerations of the Borrower of (A) Bank and the resolutions of eligibility requirements and policies prescribed in the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this AgreementAct, the Note, Regulations and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names Credit and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Collateral Policy.
Appears in 4 contracts
Sources: Advances and Security Agreement (EverBank Financial Corp), Advances and Security Agreement (Federal Home Loan Bank of Atlanta), Advances and Security Agreement (Bankunited Financial Corp)
Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, Agreement and all attached exhibits Exhibits and schedulesSchedules and the Notes, if requested by the applicable Lenders, payable to each applicable Lender or its registered assigns;
(ii) a favorable opinion the Guaranty executed by all Subsidiaries of the Borrower’s, its Subsidiaries’ and Borrower existing on the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestClosing Date;
(iii) copiesthe Security Agreement executed by each Credit Party, certified as together with appropriate UCC-1 financing statements, if any, necessary or desirable for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in the Security Agreement;
(iv) the Mortgages encumbering not less than 80% (by PV10) of the date Credit Parties’ Proven Reserves described in the initial Independent Engineering Report (but excluding any “buildings” or “structures” as described in Regulation H of this Agreement by the Federal Reserve Board that are not material to the operations of the Oil and Gas Properties comprising such Proven Reserves);
(v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance for the insurance required to be carried pursuant to Section 5.3;
(vi) a certificate from a Responsible Officer of the Borrower dated as of the Closing Date stating that as of such date (A) the resolutions all representations and warranties of any Credit Party set forth in this Agreement and in each of the Board other Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of Directors a specified date shall be required to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) only as of the Borrower approving the Loan Documents to which the Borrower is a partysuch specified date, (B) the no Default has occurred and is continuing; and (C) all conditions precedent set forth in Sections 3.1(b), (d) and (g) have been met;
(vii) a secretary’s certificate of incorporation of the Borrowerfrom each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) the bylaws of the Borrower organizational documents, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Credit Documents to which the Borrower such Person is a party;
(vviii) copiescertificates of good standing for each Credit Party in each state in which each such Person is organized or qualified to do business, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of which certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the resolutions Closing Date;
(ix) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP as outside counsel to the Board Credit Parties, in form and substance reasonably acceptable to the Administrative Agent;
(x) the initial Independent Engineering Report dated no earlier than December 31, 2014, which report shall be acceptable to the Administrative Agent;
(xi) the Pledge Agreement executed by the Borrower and the Guarantors, as applicable, together with any pledged stock or membership interest certificates and instruments of Directors transfer in form and substance acceptable to the Administrative Agent and granting the Administrative Agent an Acceptable Security Interest in such Equity Interests;
(xii) such other documents, governmental certificates, agreements, lien release, UCC-3 Financing Statements, and lien searches as any Agent or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.
Appears in 4 contracts
Sources: Credit Agreement (Jagged Peak Energy Inc.), Credit Agreement (Jagged Peak Energy Inc.), Credit Agreement (Jagged Peak Energy Inc.)
Documentation. The Administrative Agent place of closing: Ulsteinvik
(a) In exchange for payment of the Purchase Price the Sellers shall have received provide the Buyers with the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderdelivery documents:
(i) this Agreement, Legal ▇▇▇▇(s) of Sale in a Note payable to the order of each Lender form recordable in the amount of its CommitmentBuyers’ Nominated Flag State, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) transferring title of the Borrower’s Vessel and its Subsidiaries’ Proven Reserves stating that the Vessel is free from all mortgages, encumbrances and Oil and Gas Properties in connection therewithmaritime liens or any other debts whatsoever, and each duly notarially attested (including confirmation by the notary of the other Loan Documentssignatorys true signature and authority to sign); and legalised or apostilled, and all attached exhibits and schedulesas required by the Buyers’ Nominated Flag State;
(ii) a favorable opinion of Evidence that all necessary corporate, shareholder and other action has been taken by the Borrower’sSellers to authorise the execution, its Subsidiaries’ delivery and the Guarantors’ counsel dated as of the date performance of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestAgreement;
(iii) copies, certified as Power of Attorney of the date of this Agreement by a Responsible Officer Sellers appointing one or more representatives to act on behalf of the Borrower Sellers in the performance of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, duly notarially attested and the other Loan Documentslegalised or apostilled (as appropriate);
(iv) certificates of a Responsible Officer If the Vessel has been registered in the ownership of the Borrower certifying Sellers, and to the names and true signatures extent necessary, a Certificate or Transcript of Registry issued by the competent authorities of the officers flag state on the date of delivery evidencing the Sellers’ ownership of the Borrower authorized Vessel and that the Vessel is free from registered encumbrances and mortgages, to sign this Agreement, be faxed or e-mailed by such authority to the Notes, Notices closing meeting with the original to be sent to the Buyers as soon as possible after delivery of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyVessel;
(v) copiesTo the extent possible, certified a Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to on or immediately after delivery confirming that the Vessel is in Class free of condition/recommendation, save for minor conditions/recommendations as per clause 11; This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
(vi) If the Vessel has been registered in the ownership of the Sellers, a Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered. If the Vessel has not been registered in the ownership of the Sellers, the Sellers shall provide a confirmation of the same, in such form and with such attestation as the Buyers’ Nominated Flag State requires;
(vii) If the Vessel has been registered in the ownership of the Sellers, a A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s registry;
(viii) Commercial Invoice for the Vessel;
(ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;
(x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communications contract which is to be sent immediately after delivery of the Vessel;
(xi) Any additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel or by the Buyers’ bank, provided the Buyers notify the Sellers of any such documents as soon as possible within a reasonable time after the date of this Agreement Agreement; and
(xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by a Responsible Officer any nation or international organisation.
(xiii) Current company certificate of the secretary Sellers or an assistant secretary of each Guarantor of (A) the resolutions of other document evidencing who the Board of Directors consist of;
(xiv) Current Articles of Association;
(xv) Originals of all documents to be delivered to the Sellers pursuant to the Shipbuilding Contract at the time of delivery of the Vessel from the Builder to the Sellers; and
(xvi) Notice and acknowledgement of assignment of i) all warranties and guarantees, and ii) all benefits under article XIV, both under the Shipbuilding Contract, signed by the Sellers and the Builder. The notice and acknowledgement of assignment shall be as Appendix 1A and 1B to this Agreement;
(b) At the time of delivery the Buyers shall provide the Sellers with:
(i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and
(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate).
(c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language.
(d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other applicable governing bodyparty not later than (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of such Guarantor approving the Loan Documents to which it this Agreement. This document is a party,computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the interim classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel and/or at the premises of the Builder. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers have the right to take copies.
(f) Other technical documentation which may be in the Builder’s or the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books (if applicable) but the Buyers have the right to take copies of same.
(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.
Appears in 3 contracts
Sources: Memorandum of Agreement, Memorandum of Agreement (Nordic American Offshore Ltd.), Memorandum of Agreement (Nordic American Offshore Ltd.)
Documentation. The Administrative Agent Agent’s receipt of the following, each of which shall have received the following duly be originals or telecopies or copies sent by electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by all a Responsible Officer of the parties theretosigning Loan Party (where applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, the Company Guaranty, the Domestic Subsidiary Guaranty, each UK Subsidiary Guaranty, each Canadian Subsidiary Guaranty, each Spanish Subsidiary Guaranty, and each Luxembourg Subsidiary Guaranty, each sufficient in number for distribution to the Administrative Agent, the Issuing each Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a Term Note executed by the Company and a Revolving Credit Note executed by the Company and each Initial Designated Borrower in favor of each Lender requesting Notes;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Company, each Domestic Subsidiary Guarantor and (to the extent such concept applies) each other Subsidiary Guarantor is validly existing, in good standing (to the extent applicable) and qualified to engage in business in its jurisdiction of organization;
(v) a favorable opinion of Sidley Austin LLP, counsel to the Borrower’sLoan Parties, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other favorable opinions of counsel to the Subsidiary Guarantors as the Administrative Agent may reasonably require, each addressed to the Administrative Agent and each Lender, and each as to such matters concerning the Loan Parties and the Loan Documents as any Lender through the Administrative Agent may reasonably request;
(iiivi) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other each Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Party either (A) attaching copies of all consents, licenses and approvals required in connection with the resolutions execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuers, the Swing Line Lender or the Required Lenders reasonably may require.
Appears in 3 contracts
Sources: Credit Agreement (Stericycle Inc), Credit Agreement (Stericycle Inc), Credit Agreement (Stericycle Inc)
Documentation. The Administrative Exit Term Loan Facility will be governed by, and documented pursuant to, and the Exit Term Loan Obligations shall be secured and guaranteed pursuant to terms set forth in, as applicable, a credit agreement (the “Exit Term Loan Credit Agreement”) and such other definitive agreements, documents and instruments (including, as applicable, the related notes, security agreements, collateral agreements, pledge agreements, control agreements, guarantees and mortgages) as are, in each case, usual and customary for financings of this type, necessary or desirable to effectuate the financing contemplated hereby and/or otherwise required by (a) the Required DIP Lenders and the Requisite Consenting Lenders, prior to the Closing Date, and (b) following the Closing Date, the Required Exit Term Loan Lenders (as defined below) or the Exit Term Loan Agent (as applicable, the “Required Parties”) (such agreements, documents and instruments, together with the Exit Term Loan Credit Agreement, collectively, the “Exit Term Loan Documents”); provided, that, each Exit Term Loan Document shall have received the following duly executed by all the parties thereto, be (x) in form and substance satisfactory to the Administrative AgentRequired Parties and (y) subject to the foregoing, based on the Issuing Lender and corresponding definitive documentation governing the Lenderscredit facility provided pursuant to the Prepetition Priming Credit Agreement, andsubject to such modifications (in each case, where applicable, in sufficient copies for each Lender:
satisfactory to the Required Parties) as are (i) this Agreementrequired to give effect to, a Note payable to the order of each Lender in the amount of its Commitmentand reflect, the Guarantiesterms and provisions set forth in, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other this Exit Term Loan Documents, and all attached exhibits and schedules;
Facility Term Sheet and/or (ii) a favorable opinion necessary or desirable, or otherwise required by the Required Parties, to effectuate the financing contemplated hereby and/or to reflect the pro forma capital structure of the Borrower’sLoan Parties, its Subsidiaries’ and the Guarantors’ counsel dated as size of the date of this Agreement Exit Term Loan Facility, the business plan and substantially in the form operations of the attached Exhibit K covering group (the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreementforegoing standards, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,“Documentation Principles”).
Appears in 3 contracts
Sources: Restructuring Support Agreement (AAC Holdings, Inc.), Restructuring Support Agreement, Restructuring Support Agreement
Documentation. The Administrative DIP Facility will be governed by, and documented pursuant to, and the DIP Obligations shall be secured and guaranteed pursuant to terms set forth in, as applicable, a credit agreement (the “DIP Credit Agreement”), an interim order entered by the Bankruptcy Court approving the DIP Facility on an interim basis (the “Interim DIP Order”), a final order entered by the Bankruptcy Court approving the DIP Facility on a final basis (the “Final DIP Order”, and together with the Interim DIP Order, the “DIP Orders”), and such other definitive agreements, documents and instruments (including, as applicable, the related notes, security agreements, collateral agreements, pledge agreements, control agreements, guarantees and mortgages) as are, in each case, usual and customary for debtor-in-possession financings of this type, necessary or desirable to effectuate the financing contemplated hereby and/or otherwise required by the Required DIP Commitment Parties or the DIP Agent (such agreements, documents and instruments, together with the DIP Credit Agreement and the DIP Orders, collectively, the “DIP Loan Documents”); provided, that, each DIP Loan Document shall have received the following duly executed by all the parties thereto, be in form and substance satisfactory to the Administrative AgentRequired DIP Commitment Parties and, subject to the foregoing, shall be based on the corresponding definitive documentation governing the Prepetition Senior Lien Obligations (including, for the avoidance of doubt, the Issuing Lender and Prepetition Senior Lien Credit Agreement), subject to such modifications (in each case, satisfactory to the Lenders, and, where applicable, in sufficient copies for each Lender:
Required DIP Commitment Parties) as are (i) this Agreementrequired to give effect to, a Note payable to the order of each Lender in the amount of its Commitmentand reflect, the Guarantiesterms and provisions set forth in, the Pledge Agreement, the Security Agreements, this DIP Term Sheet and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion usual and customary for debtor-in-possession financings, and/or otherwise necessary or desirable to effectuate the financing contemplated hereby and/or to reflect the capital structure and operational requirements of the Borrower’s, its Subsidiaries’ and Loan Parties (the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreementforegoing standards, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,“Documentation Principles”).
Appears in 3 contracts
Sources: Restructuring Support Agreement (AAC Holdings, Inc.), Restructuring Support Agreement, Restructuring Support Agreement
Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to the order of each requesting Lender or its registered assigns in the amount of its Commitment, the Guaranties, the Pledge Guarantee and Collateral Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewithaccount control agreements required pursuant to Section 5.12, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the general partner of the Borrower of (A) the resolutions of the Board members of Directors the general partner of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation formation and the limited partnership agreement of the Borrower, (C) the bylaws certificate of formation and the limited liability company agreement of the Borrower general partner of the Borrower, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents;
(iviii) certificates of a Responsible Officer the secretary or assistant secretary of the general partner of the Borrower certifying the names and true signatures of the officers of the Borrower or general partner of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(iv) a certificate dated as of the Closing Date from a Responsible Officer of the general partner of the Borrower stating that (A) all representations and warranties set forth in this Agreement and the other Loan Documents are true and correct in all material respects, (B) no Default has occurred and is continuing, and (C) the conditions in this Section 3.01 have been met;
(v) copiesappropriate UCC-1 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, certified agreements or instruments necessary to create an Acceptable Security Interest in such Collateral;
(vi) [reserved];
(vii) the Initial Engineering Report;
(viii) stock, membership or partnership certificates required in connection with the Guarantee and Collateral Agreement and stock powers executed in blank for each such stock certificate;
(ix) certificates of good standing and existence for each Loan Party in (A) the state, province or territory in which each such Person is organized, and (B) each state, province or territory in which such good standing is necessary, which certificates shall be dated a date not earlier than thirty (30) days prior to the Closing Date;
(x) a favorable opinion of the Borrower’s counsel dated as of the date of this Agreement by a Responsible Officer in form and covering such matters as the Administrative Agent may reasonably request; and
(xi) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.
Appears in 3 contracts
Sources: Borrowing Base Agreement (TXO Partners, L.P.), Credit Agreement (TXO Partners, L.P.), Credit Agreement (MorningStar Partners, L.P.)
Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this AgreementAgreement and all attached Exhibits and Schedules and the Notes, a Note if requested by the applicable Lenders, payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesapplicable Lender;
(ii) a favorable opinion of the Borrower’sGuaranty executed by all Subsidiaries existing on the Closing Date, its Subsidiaries’ including Aly Operating, Austin Chalk Corp., and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestAly Centrifuge;
(iii) copiesthe Security Agreement executed by each Credit Party, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalstogether with appropriate UCC-1 financing statements, if any, necessary or desirable for filing with respect the appropriate authorities and any other documents, agreements, or instruments as the Administrative Agent may request which are necessary to this create, perfect or maintain an Acceptable Security Interest in the Collateral described in the Security Agreement, the Note, and the other Loan Documents;
(iv) certificates of insurance naming the Administrative Agent as loss payee or additional insured, as applicable, with respect to all insurance policies required by Section 5.3;
(v) a Responsible Officer certificate from an authorized officer of the Borrower certifying the names and true signatures dated as of the officers Closing Date stating that as of such date (A) all representations and warranties of the Borrower authorized set forth in this Agreement are true and correct, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met (with the assumption that, as to sign this Agreementany conditions precedent that are subject to the satisfaction, or at the request of, the NotesAdministrative Agent or the Lenders, Notices of Borrowingthe Administrative Agent and the Lenders are satisfied and have made all necessary or desired requests);
(vi) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, Notices of Conversion or Continuation(B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, required to be obtained by such Credit Party with respect to the other Loan Credit Documents to which the Borrower such Person is a party;
(vvii) certificates of good standing for each Credit Party in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(viii) a legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent;
(ix) copies, certified by a Responsible Officer of the Borrower, of the Centrifuge Acquisition Agreement and other Centrifuge Acquisition Documents, and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Agreement;
(Ax) the resolutions of Assumption Agreement executed by the Board of Directors Borrower and the Existing Borrower; and
(xi) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.
Appears in 3 contracts
Sources: Credit Agreement (Aly Energy Services, Inc.), Credit Agreement (Aly Energy Services, Inc.), Credit Agreement (Aly Energy Services, Inc.)
Documentation. The Administrative Agent shall have received the following following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i1) counterparts of this AgreementAmendment duly executed by the Borrower, a Note payable each Extending Lender (which collectively must constitute Lenders holding Commitments, in the aggregate, in an amount greater than 50% of the aggregate amount of the Commitments outstanding immediately prior to the order of each Lender in the amount of its CommitmentEffective Date hereof), the GuarantiesAdministrative Agent, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, Swingline Lender and each of the other Loan Documents, and all attached exhibits and schedulesIssuing Bank;
(ii2) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by certificate from a Responsible Officer of the Borrower dated as of the Effective Date stating that, both immediately before and immediately after giving effect to this Amendment and the extension of the Commitments pursuant to this Amendment, (Ai) all representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent that any representations and warranties already are qualified or modified by materiality in the text thereof) on and as of the Effective Date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the Effective Date, such representations and warranties shall continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent that any representations and warranties already are qualified or modified by materiality in the text thereof) as of such specified earlier date, and (ii) no Event of Default shall have occurred and be continuing;
(3) a secretary’s certificate of the Borrower dated the Effective Date and certifying (i) that there have been no changes to the organizational documents of the Borrower since the Second Amendment Effective Date or attaching such amendments, (ii) that attached thereto is a true and complete copy of resolutions of duly adopted by the Board of Directors of the Borrower approving authorizing the execution and delivery of this Amendment and the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsexecuted in connection herewith, if any, with respect to this Agreement, the Note, performance of the Credit Agreement as amended hereby and the other Loan Documents, and the extension of the Commitments pursuant hereto, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (iii) as to the incumbency and specimen signature of each officer of the Borrower executing this Amendment, any Loan Document delivered in connection herewith, if any, or any other document delivered in connection herewith on behalf of the Borrower;
(iv4) certificates of a certificate from a Responsible Officer of the Borrower dated the Effective Date and certifying that the names and true signatures conditions of Section 2.22 of the officers Credit Agreement with respect to the extension of the Borrower authorized Maturity Date (other than with respect to sign this Agreementnotices and timing), the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyhave been satisfied;
(v5) copiessuch documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, certified as existence and good standing of the date Borrower;
(6) a legal opinion of this Agreement by a Responsible Officer or ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the secretary or an assistant secretary of each Guarantor of Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(A7) such other documents and governmental certificates as the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Lender Parties may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Diamond Offshore Drilling Inc)
Documentation. The Administrative Agent shall have received the following following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent:
(1) counterparts of this Amendment duly executed by the Borrowers, each Loan Party, each Lender, the Issuing Administrative Agent, the Swing Line Lender and each L/C Issuer;
(2) (A) to the Lendersextent requested by any Increasing Lender, a Revolving Credit Note payable to such Increasing Lender in the amount of such Increasing Lender’s Revolving Credit Commitment, as increased hereby and (B) to the extent requested by the New Lender, a Revolving Credit Note payable of the New Lender in the amount to the New Lender’s Revolving Credit Commitment; and, where applicable,
(3) a certificate of each Loan Party dated as of the Effective Date (in sufficient copies for each Lender:
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement signed by a Responsible Officer of such Loan Party (i) certifying and attaching the Borrower resolutions adopted by such Loan Party approving or consenting to the Revolving Credit Commitment Increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to the Revolving Credit Commitment Increase, (A) the resolutions representations and warranties of the Board of Directors Borrowers and each other Loan Party contained in Article V of the Borrower approving Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) on and as of the Loan Documents Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that the Borrower is a partyrepresentations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively, and (B) no Default exists or would result from the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Revolving Credit Commitment Increase.
Appears in 2 contracts
Sources: Credit Agreement (USD Partners LP), Credit Agreement
Documentation. The US Administrative Agent and the Canadian Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agents and the Lenders, and, where applicable, in sufficient copies for each Lenderfully executed by all parties thereto:
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, Agreement and all attached exhibits Exhibits and schedulesSchedules and the Notes payable to each Lender requesting a Note;
(ii) a favorable opinion of Ratification Agreements with respect to the Borrower’sUS Guaranty, its Subsidiaries’ the US Security Agreement and the Guarantors’ counsel dated as of the date of this Agreement and substantially Canadian Security Agreement, together with such other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestCollateral;
(iii) copiescertificates of insurance naming the Applicable Administrative Agent as loss payee with respect to property insurance, certified or additional insured with respect to liability insurance, and covering the Company’s or its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(iv) a certificate from an authorized officer of the Borrowers dated as of the Effective Date stating that as of such date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions all representations and warranties of the Board of Directors of Borrowers set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the Borrower approving the Loan Documents to which the Borrower is a partytext thereof), (B) the certificate of incorporation of the Borrower, no Default has occurred and is continuing; and (C) the bylaws of the Borrower all conditions precedent set forth in this Section 3.1 have been met or waived;
(A) a secretary’s certificate from each Credit Party (other than a Foreign Credit Party) certifying such Person’s (i) officers’ incumbency, (ii) authorizing resolutions, (iii) organizational documents, and (Div) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, Credit Documents to which such Person is a party; and (B) a secretary’s or officer’s certificate from each Foreign Credit Party certifying such organizational matters and documents as may be reasonably requested by the other Loan DocumentsCanadian Administrative Agent;
(ivvi) certificates of status or good standing for each Credit Party (other than Foreign Subsidiary Guarantors that are not Canadian entities) in the state, province or territory in which each such Person is organized, which certificates shall be (A) dated a Responsible Officer of date not earlier than 30 days prior to Effective Date or (B) otherwise effective on the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyEffective Date;
(vvii) copiesa legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties, certified in form and substance reasonably acceptable to the US Administrative Agent;
(viii) a legal opinion from outside Canadian counsel to the Canadian Borrower in form and substance reasonably acceptable to the US Administrative Agent; and
(ix) such other documents, governmental certificates, agreements, and lien searches as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender Party may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.)
Documentation. The Administrative Agent o That the Issue and Subscription Agreement and the Registration Rights Agreement, as executed and delivered on behalf of the Company, and any other documents, agreements or certificates as the Fiat Affiliates may reasonably request (hereinafter referred to as the "Closing Agreements") may be entered into with such parties as may be necessary by Jean-Pierre Rosso, Paolo ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇l Lecomte and Rober▇▇ ▇iotto (▇▇▇▇, ▇▇ "▇▇▇▇▇▇▇▇▇▇ ▇fficer"), which Closing Agreements shall provide for the issuance of the Series A Preference Shares and the retirement of the Debt, as well as the granting of registration rights upon demand by the holders from time to time of the Series A Preference Shares and the Underlying Common Shares; o That each Authorized Officer is hereby authorized to execute and deliver the Closing Agreements for and on behalf of the Company, with such changes therein as shall be approved by such Authorized Officer executing the same, his approval to be evidenced conclusively by his execution and delivery thereof, and that each of the Authorized Officers is hereby authorized and directed to take all steps he deems necessary or proper for the purposes of carrying out the Company's obligations under the Closing Agreements; o That each Authorized Officer is hereby authorized and directed to cause to be issued on behalf of the Company the number of Series A Preference Shares to the Fiat Affiliates in exchange for the retirement of the Debt in accordance with the terms of the Issue and Subscription Agreement; o That when certificates for the Series A Preference Shares shall have received been issued, recorded, countersigned, and registered as provided in this resolution, each Authorized Officer is authorized, empowered and directed, for and in the following duly executed by all name and on behalf of the parties theretoCompany, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable deliver said certificates to the order of each Lender Fiat Affiliates pursuant to and in accordance with the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, Issue and Mortgages encumbering at least 80% (by value) of the Borrower’s Subscription Agreement and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion otherwise to execute and deliver such documents and do such other acts as any such Officer may deem necessary or desirable to perform and carry out the obligations of the Borrower’s, its Subsidiaries’ Company under the Issue and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestSubscription Agreement;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,
Appears in 2 contracts
Sources: Issue and Subscription Agreement (Fiat S P A), Issue and Subscription Agreement (Fiat S P A)
Documentation. The Administrative Agent Agent’s receipt of the following, each of which shall have received the following duly be originals or facsimiles or electronic copies (including “PDF” and “TIFF” files) (followed promptly by originals) unless otherwise specified, each properly executed by all a Responsible Officer of the parties theretosigning Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and each of the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) executed counterparts of this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion Note executed by each Borrower in favor of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any each Lender through the Administrative Agent may reasonably requestrequesting a Note;
(iii) copiessuch certificates of resolutions or other action, certified incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of the date of this Agreement by each Responsible Officer thereof authorized to act as a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, in connection with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Agreement and the other Loan Documents to which the such Borrower is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization;
(v) copiesfavorable opinions of ▇▇▇▇▇, certified ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ LLP and such local counsel as the Administrative Agent shall request, in each case addressed to the Administrative Agent and each Lender, as to such matters concerning the Borrowers and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the resolutions execution, delivery and performance by such Borrower and the validity against such Borrower of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the representations and warranties of each Borrower contained in Article V and contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith are true and correct in all material respects on and as of the Closing Date, except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects, (B) that no Default exists as of the Closing Date or would result from the effectiveness of this Agreement, (C) that there does not exist any pending or threatened action, suit, investigation or proceeding in any court or before any arbitrator or Governmental Authority that (1) purports to affect any transaction contemplated under this Agreement or any other Loan Document or the ability of any Borrower to perform its obligations under this Agreement or any other Loan Document or (2) could reasonably be expected to have a Material Adverse Effect, (D) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (E) as to the current Debt Rating and Consolidated Leverage Ratio; and
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Lenders reasonably may require.
Appears in 2 contracts
Sources: Credit Agreement (Mastec Inc), Term Loan Agreement (Mastec Inc)
Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, Agreement and all attached exhibits Exhibits and schedulesSchedules and the Notes, if requested by the applicable Lenders, payable to each applicable Lender or its registered assigns;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and Guaranty executed by all Guarantors (other than the Guarantors’ counsel dated as of Parent) existing on the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestClosing Date;
(iii) copiesthe Security Agreement executed by each Credit Party, certified as of together with appropriate UCC-1 financing statements, if any, necessary or desirable for filing with the date of this Agreement by a Responsible Officer of appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Borrower of Collateral described in the Security Agreement;
(iv) (A) the resolutions Mortgages encumbering not less than 85% of PV10 of the Board Credit Parties’ Proven Reserves and not less than 85% of Directors PV10 of all the Credit Parties’ PDP Reserves, in each case, as evaluated in the Initial Engineering Report (but excluding any “buildings” or “structures” as described in Regulation H of the Borrower approving Federal Reserve Board that are not material to the Loan Documents to which operations of the Borrower is a partyOil and Gas Properties comprising such Proven Reserves), (B) the a certificate of incorporation duly executed by a Responsible Officer, dated as of the BorrowerClosing Date, demonstrating the aggregate PV10 of the Oil and Gas Properties set forth in the Initial Engineering Report to be covered by the such Mortgages, and (C) Mortgages encumbering the Cogen Facilities;
(v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance for the insurance required to be carried pursuant to Section 5.3;
(vi) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) the bylaws of the Borrower organizational documents, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Credit Documents to which the Borrower such Person is a party;
(vvii) copiescertificates of good standing for each Credit Party in each state in which each such Person is organized or qualified to do business, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of which certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the resolutions Closing Date;
(viii) (A) a legal opinion of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP as special counsel to the Board Credit Parties, in form and substance reasonably acceptable to the Administrative Agent, and (B) a legal opinions of Directors ▇▇▇▇▇ Lord LLP, as California counsel to the Credit Parties, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, as Colorado counsel to the Credit Parties, ▇▇▇▇▇▇▇ ▇▇▇▇▇ PLLP, as Utah counsel to the Credit Parties, and, if applicable, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, as Kansas counsel to the Credit Parties, in each case, in form and substance reasonably acceptable to the Administrative Agent;
(ix) the Initial Engineering Report, which report shall be acceptable to the Administrative Agent;
(x) the Pledge Agreement executed by the Parent, the Borrower and each other Credit Party, as applicable, together with any pledged stock or membership interest certificates and instruments of transfer in form and substance acceptable to the Administrative Agent and granting the Administrative Agent an Acceptable Security Interest in such Equity Interests;
(xi) a Notice of Borrowing or Letter of Credit Application, as applicable; and
(xii) such other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,documents, governmental certificates, agreements, lien release, UCC-3 Financing Statements, and lien searches as any Agent or any Lender may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Berry Petroleum Corp), Credit Agreement (Berry Petroleum Corp)
Documentation. The Administrative Agent shall have received the following following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent:
(1) This Amendment duly executed by the Initial Borrower, the New Borrower, each Guarantor (other than the General Partner), the Administrative Agent, the Issuing Lender Bank and the Majority Lenders, and, where applicable, in sufficient copies for each Lender:;
(i2) this Agreement, a Revolving Note by the New Borrower payable to the order of each Lender in the amount of its Revolving Commitment, and the GuarantiesSwing Line Note payable to the Swing Line Lender;
(3) a supplement to the Credit Agreement by the Target pursuant to which the Target becomes a Guarantor;
(4) a supplement to the Security Agreement by the Target, together with UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in the Collateral of the Target;
(5) a supplement and amendment to the Pledge Agreement by the New Borrower pledging to the Administrative Agent for the benefit of the Secured Parties all of the Equity Interests of the Domestic Subsidiaries of such Loan Party, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests;
(6) an amendment and restatement of the Custodial Agreement executed by the Administrative Agent, the Pledge Loan Parties (including, without limitation, the New Borrower and the Target) and Custodians selected by the New Borrower and approved by the Administrative Agent in its sole discretion;
(7) a certificate dated as of the Effective Date from a Responsible Officer of the New Borrower certifying that: (A) before and after giving effect to the Borrower Assignment, the representations and warranties contained in Article IV of the Credit Agreement and the other Loan Documents are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of the Effective Date as though made on, and as of such date, unless such representations or warranties are made as of a prior date in which case they are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, as of such prior date, (B) before and after giving effect to the Borrower Assignment, no Default or Event of Default exists, (C) after giving effect to the Borrower Assignment, the Loan Parties are in compliance on a pro forma basis with the financial covenants in Sections 6.13 and 6.14 of the Credit Agreement, (D) immediately after giving effect to the Borrower Assignment, neither Holdco nor the General Partner own any assets other than (x) Equity Interests in the MLP and the General Partner, and (y) cash or Cash Equivalents in an aggregate amount not to exceed $5,000,000 and (E) all of the requirements set forth in Section 6.05(i) of the Credit Agreement with respect to the Cimarron Acquisition (other than the requirements expressly waived pursuant to Section 4 above) have been satisfied or will be satisfied on or prior to the consummation of the Cimarron Acquisition;
(8) copies of the certificate or articles of incorporation or other equivalent organizational documents, including all amendments thereto, of each of the New Borrower and the Target, certified as of a recent date by the Secretary of State of the state of its organization;
(9) a certificate of the Secretary or Assistant Secretary of each of the New Borrower and the Target certifying (A) that attached thereto is a true and complete copy of the by-laws or other equivalent organizational documents of such Loan Party as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other equivalent body of such Loan Party authorizing the execution, delivery and performance of this Amendment and the other the Loan Documents to which such Loan Party is a party and, in the case of the New Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate furnished pursuant to paragraph (8) above, and (D) as to the incumbency and specimen signature of each officer of such Loan Party executing this amendment or any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party;
(10) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (9) above;
(11) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of the New Borrower and the Target in all jurisdictions where reasonably required by the Administrative Agent;
(12) a favorable opinion dated as of the Effective Date of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties;
(13) a copy of the Contribution Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, Cimarron Agreement and each of the other Loan Documentsmaterial documents executed in connection therewith certified as of the Effective Date by a Responsible Officer (A) as being true and correct copies of such documents as of the Effective Date, (B) as being in full force and all attached exhibits effect and schedules(C) that no material term or condition thereof shall have been amended, modified or waived after the execution thereof without the prior written consent of the Administrative Agent;
(ii14) a favorable opinion certificate as to coverage under the insurance policies required by Section 5.06 of the Borrower’s, its Subsidiaries’ Credit Agreement and the Guarantors’ counsel dated as applicable provisions of the date of this Agreement Security Documents, which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and substantially to name the Administrative Agent as additional insureds in form and substance reasonably satisfactory to the form of the attached Exhibit K covering the matters discussed in such Exhibit and Administrative Agent; and
(15) such other matters documents, governmental certificates and agreements as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,.
Appears in 2 contracts
Sources: Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.)
Documentation. The Administrative Agent Lenders shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement (and all attached Exhibits and Schedules), the Security Agreement, to the extent requested by any Lender, a Note payable to such Lender, the order Collateral Assignment and all other applicable Credit Documents. In connection with the execution and delivery of each Lender the Security Documents, the Lenders shall:
(A) be satisfied that the Interim DIP Order and any other Security Documents required to be executed on the Effective Date create (or will create, upon proper filing, recording or registration thereof, or upon entry of, the Interim DIP Order) perfected Liens having the priorities set forth in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% Interim DIP Order (by valuesubject only to Permitted Liens) on all of the Borrower’s tangible and intangible Property of the Credit Parties other than the Excluded Collateral; and
(B) have received (or its Subsidiaries’ Proven Reserves bailee pursuant to the DIP Order has received) certificates, if any, together with undated, blank stock powers for each such certificate, representing all of the issued and Oil and Gas Properties in connection therewith, and outstanding Equity Interests of each of the other Loan Documents, and all attached exhibits and schedules;Guarantors.
(ii) a favorable opinion certificates of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date insurance in compliance with Section 5.3(b) of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestAgreement;
(iii) copies, certified a certificate from an authorized officer of each of the Credit Parties dated as of the Effective Date stating that as of such date of this Agreement by a Responsible Officer of the Borrower of (A) all representations and warranties of such Credit Party set forth in this Agreement and the resolutions of the Board of Directors of the Borrower approving the Loan Credit Documents to which the Borrower is a partyare true and correct in all material respects, (B) such Credit Party shall have performed and complied with all covenants and conditions required herein to be performed or complied with by it prior to the date hereof and (C) no Default then exists;
(iv) a secretary’s certificate of incorporation of the Borrowerfrom each Credit Party certifying such Credit Party’s (A) officers’ incumbency, (B) authorizing resolutions, (C) the bylaws of the Borrower organizational documents, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Credit Documents to which the Borrower is a party;
(v) copiescertificates of good standing for each Credit Party in the state in which each such Person is incorporated or organized, certified which certificates shall be dated a date not earlier than 30 days prior to the Effective Date;
(vi) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP as of special counsel to the date of this Agreement by a Responsible Officer or Credit Parties, in form and substance reasonably acceptable to the secretary or an assistant secretary of each Guarantor of Lenders; and
(Avii) the resolutions of the Board of Directors (or such other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,documents, governmental certificates, agreements, and lien searches as any Lender may reasonably request.
Appears in 2 contracts
Sources: Senior Secured Super Priority Debtor in Possession Credit Agreement (Carbo Ceramics Inc), Restructuring Support Agreement (Carbo Ceramics Inc)
Documentation. The Administrative Agent Borrower shall have received delivered or caused to be delivered to Bank, at Borrower’s sole cost and expense, the following duly executed by all the parties theretofollowing, each of which shall be in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each LenderBank:
(ia) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesAn executed original Amendment;
(iib) a favorable opinion An executed Line of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially Credit Note in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestAnnex 2 to this Amendment;
(iiic) copies, certified as An executed Term Commitment Note in the form of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect Annex 3 to this Agreement, the Note, and the other Loan DocumentsAmendment;
(ivd) certificates With respect to Borrower and each other Obligor, such documentation as Bank may reasonably require to establish the due organization, valid existence and good standing of a Responsible Officer each such Person in its jurisdiction of formation, its qualification to engage in business in the Borrower certifying the names and true signatures jurisdiction of the officers of the Borrower authorized to sign this Agreementits formation and, if different, the Notesjurisdiction of its principal place of business, Notices of Borrowingits authority to execute, Notices of Conversion or Continuation, deliver and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving perform the Loan Documents to which it is a party,, the identity, authority and capacity of each responsible official thereof authorized to act on its behalf, including copies of its articles or certificates of incorporation, or articles or certificate of formation (as applicable), and amendments thereto, certified by the applicable Secretary of State (or equivalent government official), bylaws, operating agreements or limited liability company agreements (as applicable) and amendments thereto, in each case certified by a responsible official of such party, certificates of good standing and/or qualifications to engage in business, certified copies of corporate resolutions, incumbency certificates, certificates of responsible officials and the like;
(e) Favorable written legal opinions of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to Borrower and the other Obligors in existence on the Amendment No. 3 Effective Date, and such local counsel opinions as Bank may reasonably require, in each case, together with copies of all factual certificates and legal opinions upon which its counsel has relied; and
(f) An officer’s certificate of Borrower as set forth in Section 2.3.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Korn Ferry International)
Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to the order of each Tranche A Lender in the amount of its Tranche A Commitment, the GuarantiesGuaranties executed by each Subsidiary of a Borrower existing on the Closing Date other than MER, the Pledge AgreementAgreements executed by the Parent and any other Obligor that owns Equity Interests in any Person, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the BorrowerParent’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion opinions of the Borrower’s, its Subsidiaries’ and the GuarantorsObligors’ counsel and of the Administrative Agent’s counsel each dated as of the date of this Agreement in form and substantially in substance satisfactory to the form of Administrative Agent and the attached Exhibit K Lenders and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the each Borrower of (Aa) the resolutions of the Board board of Directors directors of the such Borrower approving the Loan Documents to which the such Borrower is a party, (Bb) the certificate of incorporation of the Borrower, (C) and the bylaws of the Borrower such Borrower, and (Dc) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the such Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (Aa) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (b) the articles or certificate (as applicable) of incorporation (or organization) and bylaws or other governing documents of such Guarantor, and (c) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party;
(vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party;
(vii) a certificate dated as of the date of this Agreement from a Responsible Officer of each Borrower on behalf of such Borrower stating that (a) all representations and warranties of such Borrower set forth in this Agreement are true and correct in all material respects; (b) no Default has occurred and is continuing; and (c) the conditions in this Section 3.01 have been met;
(viii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing by the Administrative Agent with the appropriate authorities and any other documents, agreements or instruments reasonably necessary to create an Acceptable Security Interest in such Collateral;
(ix) stock or, to the extent applicable under the Person’s organizational documents, membership or partnership interest certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent;
(x) casualty insurance certificates naming the Administrative Agent loss payee and liability insurance certificates naming Administrative Agent as additional insured and evidencing insurance which meets the requirements of this Agreement and the Security Instruments;
(xi) the initial Independent Engineering Reports as of December 31, 2005 of R▇▇▇▇ ▇▇▇▇▇ Company dated (i) January 17, 2006 and addressed to the Parent and (ii) January 26, 2006 and addressed to Forest Oil;
(xii) copies, certified by a Responsible Officer of the Parent, of the Forest Merger Agreement and all exhibits and schedules thereto, and any material agreements executed in connection with the Forest Merger Agreement, together with all amendments, modifications or waivers thereto in effect on the Closing Date;
(xiii) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Mariner Energy Resources, Inc.), Credit Agreement (Mariner Energy Inc)
Documentation. The Administrative Agent Bank shall have received the following duly executed by all the parties theretoreceived, in form and substance reasonably satisfactory to Bank, each of the Administrative Agentfollowing, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderduly executed by all applicable parties:
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a partyThis Agreement, (B) the certificate of incorporation of the BorrowerNote, (C) the bylaws Security Agreement, and (D) the Securities Account Control Agreement.
(ii) A certificate of the Secretary of Borrower certifying as to the Organizational Documents (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of the Borrower, the good standing of the Borrower and of the incumbency (Dincluding specimen signatures) all other documents evidencing other necessary corporate action of the responsible officers of the Borrower.
(iii) Certificates of Liability and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;Property Insurance.
(iv) certificates An opinion or opinions of a Responsible Officer of counsel for the Borrower certifying the names and true signatures of the officers of the Borrower authorized Borrower, addressed to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or ContinuationBank, and the other Loan Documents to which the Borrower is a party;covering such matters as are reasonably requested by Bank.
(v) copies, certified A certificate as to the solvency of the date Borrower and the Consolidated Group.
(vi) Results of this Agreement by a Responsible Officer Lien search (including a search as to judgments, pending litigation, bankruptcy and tax matters) made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the secretary applicable Uniform Commercial Code should be made to evidence or an assistant secretary perfect security interests in all assets of each Guarantor the Borrower, indicating among other things that the assets of Borrower are free and clear of any Lien (except for Liens permitted hereunder).
(vii) Evidence that $55,000,000 of US Government Money Market Funds and/or FDIC Institutional Insured Liquid Deposits have been deposited and remain in the Pledged Account.
(viii) Evidence of the repayment in full of, and release of all security interests relating to (A) that certain Manufacturing Support Agreement, dated as of November 7, 2020 (as amended), by and among Borrower and the resolutions Economic Development Board of the Board Republic of Directors Singapore and (or other applicable governing bodyB) that certain Loan and Security Agreement, dated as of such Guarantor approving the Loan Documents to which it is a party,October 12, 2018 (as amended), by and among Borrower and Western Alliance Bank.
(ix) A Notice of Account Designation.
Appears in 2 contracts
Sources: Credit Agreement (Arcturus Therapeutics Holdings Inc.), Credit Agreement (Arcturus Therapeutics Holdings Inc.)
Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this AgreementAgreement and all attached Exhibits and Schedules and the Notes, a Note if requested by the applicable Lenders, payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesapplicable Lender;
(ii) a favorable opinion the Guaranty executed by all Restricted Subsidiaries of the Borrower’s, its Subsidiaries’ and Borrower existing on the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestEffective Date;
(iii) copiesthe Security Agreement executed by each Credit Party, certified together with appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary or desirable for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in the Security Agreement (other than Collateral the perfection of which is not required as per the express terms of the date Security Agreement);
(iv) a Custodial Agreement executed by the Borrower, the Administrative Agent, and each employee of this Agreement by the Credit Parties serving as custodian thereunder;
(v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s or its Restricted Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks that are required hereunder;
(vi) a certificate from a Responsible Officer of the Borrower dated as of the Effective Date stating that as of such date (A) the resolutions of the Board of Directors all representations and warranties of the Borrower approving set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the Loan Documents text thereof), except that any representation and warranty which by its terms is made as of a specified date shall be required to which the Borrower is a partybe true and correct only as of such specified date, (B) the no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or expressly waived in writing;
(vii) a secretary’s or assistant secretary’s certificate of incorporation of the Borrowerfrom each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) the bylaws of the Borrower organizational documents, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Credit Documents to which the Borrower such Person is a party;
(vviii) certificates of good standing for each Credit Party in each state in which each such Person is organized, which certificate shall be (A) dated a date not earlier than 30 days prior to Effective Date or (B) otherwise effective on the Effective Date;
(ix) a legal opinion in form and substance reasonably acceptable to the Administrative Agent of (A) ▇▇▇▇ ▇▇▇▇▇ as outside counsel to the Credit Parties and (B) appropriate local counsel to the Credit Parties in the states of Texas and Oklahoma; and
(x) copies, certified by a Responsible Officer of the Borrower, of all of the TFI Holdings Acquisition Documents requested by the Administrative Agent, the Escrow Agreement, and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect as of the date of this Agreement by a Responsible Officer Agreement; and
(xi) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.
Appears in 2 contracts
Sources: Master Assignment, Agreement, Amendment No. 1 and Waiver to Credit Agreement and Related Documents (Heckmann Corp), Credit Agreement (Heckmann Corp)
Documentation. The Administrative Agent Bank shall have received the following duly executed by all the parties theretoreceived, in form and substance satisfactory to Bank, each of the Administrative Agentfollowing, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderduly executed:
(i) this This Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;.
(ii) a favorable opinion A Line of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;Credit Note (if requested by Bank).
(iii) copiesThe Guaranty and Collateral Agreement, certified as of duly executed by each Loan Party, together with:
a. the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalscertificates, if any, with respect representing pledged Equity Interests referred to this therein accompanied by undated stock powers executed in blank;
b. proper financing statements in form appropriate for filing under the Uniform Commercial Code in effect in the State of New York as of the Closing Date of all jurisdictions that Bank may deem necessary or desirable in order to perfect the Liens created under the Guaranty and Collateral Agreement, covering the NoteCollateral described in the Guaranty and Collateral Agreement;
c. evidence that all other action that Bank may deem necessary or desirable in order to perfect the Liens created under the Guaranty and Collateral Agreement has been taken; and
d. within 30 days of the Closing Date (or such longer time as Bank may agree in its sole discretion) control agreements, as required pursuant to the terms of the Guaranty and Collateral Agreement and requested by, and in form and substance satisfactory to, Bank, duly executed by the other Loan Documents;appropriate parties, covering Collateral consisting of Deposit Accounts (as defined in the Guaranty and Collateral Agreement) described in the Guaranty and Collateral Agreement.
(iv) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Bank may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign in connection with this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Agreement and the other Loan Documents to which the Borrower such Loan Party is a party or is to be a party;.
(v) copiesSuch documents and certifications as Bank may reasonably require to evidence that each Loan Party is duly organized or formed, certified and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect with respect to such Loan Party.
(vi) A favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to the Loan Parties, addressed to Bank, covering such matters as may be reasonably requested by Bank in connection with herewith.
(vii) A certificate of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Loan Party either (A) attaching copies of all material consents and approvals of third parties that may be required in connection with the resolutions execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such material consents or approvals are so required.
(viii) A certificate signed by a Responsible Officer of Borrower certifying as of the Closing Date (A) that the conditions specified in Section 4.2(a), have been satisfied, (B) that there has been no event or circumstance since December 31, 2017, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) that there has been no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court before any arbitrator or governmental authority (1) in respect of the closing of this Agreement or (2) that could reasonably be expected to have a Material Adverse Effect, (D) that Borrower does not have any Subsidiaries, other than (1) IDR Holdings, (2) Partners GP and (3) Partners and its direct and indirect Subsidiaries (E) that, after giving pro forma effect to the closing of the transactions contemplated by this Agreement, Borrower and its Applicable Subsidiaries do not have any indebtedness for borrowed money, other than with respect to the indebtedness for borrowed money permitted hereunder and (F) that Partners is in pro forma compliance with the financial covenants set forth in Section 7.11 of the Partners Credit Agreement, both immediately prior to and after giving effect to this Agreement.
(ix) one or more certificates attesting to the Solvency of the Loan Parties on a consolidated basis, from the General Partner’s chief financial officer.
(x) Such other documents as Bank may require under any other Section of this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Antero Midstream GP LP), Credit Agreement
Documentation. The Administrative Agent shall have received the following following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(1) (i) counterparts of this Agreement, a Note payable to the order of Amendment duly executed by each Lender in the amount of its CommitmentBorrower, the Guaranties, Lenders and the Pledge Agreement, the Security Agreements, Administrative Agent and Mortgages encumbering at least 80% (by valueii) counterparts of the Borrower’s attached Acknowledgment and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and Reaffirmation duly executed by each of the other Loan Documents, and all attached exhibits and schedulesMaterial Subsidiary;
(ii2) a favorable opinion new Note executed by the Borrowers in replacement of an existing Note previously delivered by the Borrower’sExisting Borrower to any Lender, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in evidencing such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestLender’s Advances;
(iii3) copies, certified as counterparts of the date of this Agreement Parent Guaranty duly executed by the Parent;
(4) a certificate from a Responsible Officer of the Borrower Parent dated as of the Effective Date hereof stating that as of such date (A) the resolutions all representations and warranties of the Board Credit Parties set forth in this Amendment are true and correct in all material respects (provided that (i) to the extent any representation and warranty expressly relates to a specific earlier date, such representation and warranty is true and correct in all material respects as of Directors of such earlier date and (ii) to the Borrower approving the Loan Documents extent any representation and warranty is qualified as to which the Borrower “Material Adverse Change” or otherwise as to “materiality”, such representation and warranty is a partytrue and correct in all respects), (B) the certificate of incorporation of the Borrowerno Default has occurred and is continuing, (C) the bylaws Merger has been consummated prior to or simultaneously with the effectiveness of this Amendment in accordance with the Borrower and Merger Agreement; (D) all other documents evidencing other necessary corporate action the Deposit has been consummated in accordance with the Exchange Agency Agreement; (E) attached are true and correct copies of the Merger Agreement and the Exchange Agency Agreement as in effect on the date hereof; and (F) no governmental approvals, if anyother than those approvals obtained in connection with the Merger, with respect to this Agreementare necessary for the Parent, the Note, Existing Borrower and the each other Loan Documents;
(iv) certificates of a Responsible Officer Subsidiary of the Borrower certifying Parent to enter into the names Merger Agreement and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, perform its obligations thereunder, and consummate the Merger;
(5) a secretary’s certificate of the Existing Borrower dated the Effective Date and certifying (A) the organizational documents of the Existing Borrower attached thereto, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Existing Borrower authorizing the execution and delivery of this Amendment and the Credit Documents executed in connection herewith and the performance of the Credit Agreement as amended hereby and the other Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer of the Existing Borrower executing this Amendment, any Credit Document or any other document delivered in connection herewith on behalf of the Existing Borrower;
(6) a secretary’s certificate of each Credit Party (other than the Existing Borrower and the Parent) dated the Effective Date and certifying (A) the organizational documents of such Credit Party attached thereto, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Credit Party authorizing the execution and delivery of the Acknowledgment and Reaffirmation attached to this Amendment and the Credit Documents executed in connection herewith and the performance of the Credit Agreement as amended hereby and the other Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer of such Credit Party executing the Acknowledgment and Reaffirmation attached to this Amendment, any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party;
(7) a secretary’s certificate of the Parent dated the Effective Date and certifying (A) the organizational documents of Parent attached thereto, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Parent authorizing the execution and delivery of this Amendment, the Parent Guaranty and the Credit Documents executed in connection herewith and the performance of the Credit Agreement as amended hereby and the other Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer of the Parent executing this Amendment, the Parent Guaranty, any Credit Document or any other document delivered in connection herewith on behalf of the Parent;
(8) certificates of good standing for each Credit Party in (a) the jurisdiction in which such Credit Party is organized and (b) each jurisdiction in which such good standing is necessary except where the failure to be in good standing could not reasonably be expected to result in a Material Adverse Change, which certificate shall be dated a date not earlier than 30 days prior to date hereof;
(9) a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, outside counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent;
(10) a legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, United Kingdom counsel to the Parent;
(11) a letter of acceptance of the Process Agent duly executed, evidencing its approval and consent to act as service of process agent in the State of New York on behalf of the each Foreign Credit Party in accordance with the terms set forth in Section 9.19 of the Credit Agreement; and
(12) such other documents, governmental certificates, and agreements as any Lender Party may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Rowan Companies PLC), Credit Agreement (Rowan Companies PLC)
Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement and all attached Exhibits and Schedules and the Notes, if requested by the applicable Lenders, payable to each applicable Lender or its registered assigns;
(ii) the Guaranty executed by all Subsidiaries of the Borrower existing on the Effective Date;
(iii) the Pledge and Security Agreement executed by each Loan Party, together with appropriate UCC-1 financing statements, if any, necessary or desirable for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in the Pledge and Security Agreement, a Note payable and together with any pledged stock or membership interest certificates and pledged notes or instruments, in each case with instruments of transfer in form and substance acceptable to the order of each Lender Administrative Agent and granting the Administrative Agent an Acceptable Security Interest in such Equity Interests, notes or instruments, as applicable;
(iv) the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least not less than 80% (by value) of the Borrower’s and its SubsidiariesLoan Parties’ Proven Reserves and described in the initial Independent Reserve Report (but excluding any “buildings” or “structures” as described in Regulation H of the Federal Reserve Board that are not material to the operations of the Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulescomprising such Proven Reserves);
(iiv) a favorable opinion certificates of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through insurance naming the Administrative Agent may reasonably requestas loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s or its Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks that are acceptable to the Administrative Agent;
(iiivi) copies, certified as of the date of this Agreement by a certificate from a Responsible Officer of the Borrower dated as of the Effective Date stating that as of such date (A) the resolutions of the Board of Directors all representations and warranties of the Borrower approving set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the Loan Documents text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to which the Borrower is a partybe true and correct only as of such specified date, (B) the no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met;
(vii) a certificate from a Responsible Officer of incorporation of the Borrowereach Loan Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) the bylaws of the Borrower and organizational documents, (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it such Person is a party,, and (E) the Second Lien Loan Documents in effect as of the Effective Date;
(viii) certificates of good standing for each Loan Party in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not earlier than 30 days prior to Effective Date or (B) otherwise effective on the Effective Date;
(ix) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. as outside counsel to the Loan Parties, in form and substance reasonably acceptable to the Administrative Agent;
(x) a legal opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.C. as Colorado counsel to the Loan Parties, in form and substance reasonably acceptable to the Administrative Agent;
(xi) one or more initial Reserve Reports dated as of a date acceptable to the Administrative Agent, which report shall be acceptable to the Administrative Agent;
(xii) Reserved;
(xiii) Account Control Agreements executed by the relevant Loan Party, the Administrative Agent and the depository bank, in form and substance acceptable to the Administrative Agent and creating an Acceptable Security Interest in each deposit account owned by the Loan Parties;
(xiv) the Intercreditor Agreement executed by the Second Lien Agent, the Administrative Agent and acknowledged by the Borrower; and
(xv) such other documents, governmental certificates, agreements, lien release, UCC-3 Financing Statements, and lien searches as the Administrative Agent or any Lender may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Extraction Oil & Gas, LLC), Credit Agreement (Extraction Oil & Gas, LLC)
Documentation. The Administrative Agent Lenders shall have received the following duly executed by all the parties theretoreceived, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, andeach of the following, where applicable, in sufficient copies for each Lenderduly executed:
(i) this This Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) Amended and Restated Parent Guaranty substantially in the form attached hereto as Exhibit A-1;
(iii) Guarantor Security Agreement substantially in the form attached hereto as Exhibit A-2;
(iv) Intellectual Property Security Agreement substantially in the form attached hereto as Exhibit A-3;
(v) Perfection Certificate substantially in the form attached hereto as Exhibit A-4;
(vi) certified copies, dated as of a favorable recent date, of financing statement searches, as Lenders may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, on the Incremental Funding Date, will be terminated or released;
(vii) a customary legal opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ ’s counsel dated as of the date of this Agreement Incremental Funding Date in form and substance reasonably acceptable to the Lenders; and
(viii) Incremental Funding Date Warrants substantially in the form attached hereto as Exhibit A-5 and all related documentation approved by the independent directors of the attached Exhibit K covering the matters discussed in such Exhibit board of directors of Parent Guarantor and such other matters as any Lender through the Administrative Agent may reasonably requestBorrower;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (Aix) the resolutions of Registration Rights Agreement substantially in the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentsform attached hereto as Exhibit A-6;
(ivx) such customary certificates of a Responsible Officer resolutions or other action, incumbency certificates and/or other certificates of the Borrower certifying the names and true signatures of the responsible officers of each Loan Party as the Borrower Lenders may reasonably require evidencing the identity, authority and capacity of each responsible officer thereof authorized to sign act as a responsible officer in connection with this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Agreement and the other Loan Documents to which the Borrower such Loan Party is a partyparty or is to be a party and such documents, registers and certifications (including organization documents and, if applicable, good standing certificates in the jurisdiction of organization of the applicable Loan Party) as the Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of them is validly existing and in good standing;
(vxi) copiesLenders shall have received a certificate from a responsible officer of Borrower, certified in form and substance reasonably satisfactory to the Lenders, certifying as to compliance with the conditions set forth in clauses (c), (d), (f) and (g) of this Section 3.1; and
(xii) Deposit account control agreements providing for springing control of a deposit account upon the occurrence and during the continuation of an event of default, landlord waivers (to the extent that, as to leased locations owned by a person or entity that is not an affiliate of the date Borrower, the same are obtainable after exercising commercially reasonable efforts to obtain same) and credit card notifications, in each case in a form reasonably satisfactory to the Lenders, and such other documents as Lenders may require under any other Section of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Purple Innovation, Inc.), Credit Agreement (Purple Innovation, Inc.)
Documentation. The Administrative Agent shall have received the following following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i1) this AgreementAmendment duly executed by the Borrower, each Guarantor, the Administrative Agent, and the Lenders party hereto;
(2) a Revolving Note payable to the order of each Lender in the amount of its such Lender’s Revolving Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii3) the Second Lien Intercreditor Agreement (as defined in the Credit Agreement attached hereto as Annex A) duly executed by the parties thereto;
(4) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel certificate dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of Effective Date from a Responsible Officer of the Borrower certifying that: (A) before and after giving effect to this Amendment, the names representations and true signatures warranties contained in Article IV of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Credit Agreement and the other Loan Documents are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of the Borrower Effective Date as though made on, and as of such date, unless such representations or warranties are made as of a prior date in which case they are true and correct in all material respects, except for any representation and warranty that is a partyqualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, as of such prior date, (B) before and after giving effect to this Amendment, no Default or Event of Default exists, and (C) all conditions precedent set forth in this Section 5 have been met;
(v5) copiesa copy of the Second Lien Loan Agreement (as defined in the Credit Agreement attached hereto as Annex A) certified as of the Effective Date by a Responsible Officer (A) as being a true and correct copy of such document as of the Effective Date, and (B) as being in full force and effect;
(6) copies of the certificate or articles of incorporation, formation or other equivalent organizational documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization;
(7) a certificate of the Secretary, Assistant Secretary, or Responsible Officer of each Loan Party and the General Partner certifying (A) that attached thereto is a true and complete copy of the by-laws, operating agreement or other equivalent organizational documents of such Loan Party as in effect on the Effective Date and at all times since a date prior to the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or other applicable governing body) equivalent body of such Guarantor approving Loan Party authorizing the execution, delivery and performance of this Amendment and the other the Loan Documents to which it such Loan Party is a party,, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate furnished pursuant to paragraph (7) above, and (D) as to the incumbency and specimen signature of each officer of such Loan Party executing this amendment or any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party;
(8) a certificate of another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or Responsible Officer executing the certificate pursuant to (7) above;
(9) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each Loan Party in the state of organization of each Loan Party;
(10) a duly completed Compliance Certificate signed by a Responsible Officer demonstrating pro forma compliance as of the Effective Date with the covenant set forth in Sections 6.13 of the Credit Agreement attached hereto as Annex A; and
(11) such other documents, governmental certificates and agreements as the Administrative Agent may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.)
Documentation. The On or before the day on which the initial Revolving Borrowing is made, or the initial Letter of Credit is issued, or the Bridge Loans are made, the Administrative Agent and the Lenders shall have received the following following, each dated on or before such day, duly executed by all the parties theretothereto (or in the case of this Agreement, duly executed by the Borrowers, the Guarantors, the Administrative Agent, the Majority Lenders, and the Bridge Lenders), each in form and substance satisfactory to the Administrative Agent, the Issuing Lender Majority Lenders, and the Bridge Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, Agreement and all attached Exhibits and Schedules;
(ii) any Note requested by a Note Lender pursuant to Section 2.02(g) payable to the order of each such requesting Lender in the amount of its CommitmentRevolving Commitment or Bridge Loans, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestapplicable;
(iii) copies, certified a certificate dated as of the date of this Agreement by Closing Date from a Responsible Officer of the Borrower of Borrowers stating that (A) the resolutions all representations and warranties of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower such Person set forth in this Agreement and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and in the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,party are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met; and (D) no default or event of default has occurred and is continuing under the Indenture governing the Senior Notes or under any Sowood Document;
(iv) to the extent any have been entered into on or after September 30, 2008, copies of amendments to the certificate or articles of incorporation or other equivalent organizational documents of each Loan Party (including without limitation amendments to the certificate of incorporation of the Parent to reflect the terms of the Series B Convertible Preferred Stock and, as a consequence of the designation thereof, amendments necessary to conform the Series A Convertible Preferred Stock), certified as of a recent date by the Secretary of State of the state of its organization;
(v) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of any amendments to the organizational documents of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, the designation of the Series B Convertible Preferred Stock, and the amendment of the Certificate of Designation of the Series A Convertible Preferred Stock, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certified copy thereof furnished pursuant to clause (iv) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party;
(vi) a certificate of another officer of each Loan Party as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (v) above;
(vii) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where required by the Administrative Agent;
(viii) a favorable opinion dated as of the Closing Date of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties substantially similar to the opinion it delivered pursuant to the Existing Credit Agreement;
(ix) a certificate from a Financial Officer of each Borrower dated as of the Closing Date addressed to the Administrative Agent and each of the Lenders regarding the matters set forth in Section 4.20;
(x) a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as an additional insured;
(xi) a Borrowing Base Report dated as of October 31, 2008;
(xii) a draft Compliance Certificate dated as of the Closing Date duly completed and executed by a Financial Officer of each Borrower with respect to the draft September 30, 2008 financials;
(xiii) a copy of the risk management policy of the Borrowers (the “Risk Management Policy”) in form and substance satisfactory to the Majority Lenders accompanied by a certificate signed by a Responsible Officer certifying compliance with such Risk Management Policy;
(xiv) copies of any amendments to Material Contracts reflected on Schedule 1.01(e) to the Existing Credit Agreement in effect on or after September 30, 2008 and each of the Material Contracts in effect on or after September 30, 2008 that are not reflected on Schedule 1.01(e) to the Existing Credit Agreement, each certified as of the Closing Date by a Responsible Officer of the Borrowers (A) as being true and correct copies of such documents as of the Closing Date, (B) as being in full force and effect and (C) that no material term or conditions thereof shall have been amended, modified or waived after the execution thereof without the prior written consent of the Administrative Agent;
Appears in 2 contracts
Sources: Credit Agreement (MxEnergy Holdings Inc), Credit Agreement (MxEnergy Holdings Inc)
Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Requisite Lenders and the Lenderseach Tranche B Lender, and, where applicable, in sufficient copies for the Administrative Agent and each Lender:
(i) this Agreementi. the Third Amendment, any Note if requested by a Note Tranche B Lender payable to the order of each such Lender in the amount of its Tranche B Commitment, amendments to the Guaranties, Pledge and Security Agreement and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesschedules hereto and thereto;
(ii) . certificates of a favorable opinion Responsible Officer of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated each Credit Party as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) attesting to the resolutions of the Board of Directors of such Credit Party approving the Borrower approving execution, delivery and performance of the Loan Documents to which the Borrower such Credit Party is a party, (B) certifying and attaching the certificate Organizational Documents of incorporation of the Borrowersuch Credit Party, (C) the bylaws of the Borrower certifying to and (D) attaching all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Third Amendment, the Tranche B Note, and the other Loan Documents;
Documents and (ivD) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower such Credit Party authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, any Notes and the other Loan Documents to which the Borrower such Credit Party is a party;
iii. appropriate UCC-1 and UCC-3, as applicable, financing statements covering Target’s right, title and interest in the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral (v) copiesother than the Excluded Collateral);
iv. certificates of good standing for the Target and each Credit Party in each state in which the Target and each Credit Party is organized and, certified with respect to the Target, in each state in which Target is organized or qualified to do business, which certificate shall be dated as of a date not less than 15 days prior to the Third Amendment Effective Date and acceptable to the Requisite Tranche B Lenders and the Requisite Lenders;
v. a certificate dated as of the date of this Agreement by a from the Responsible Officer or of the secretary or an assistant secretary of each Guarantor of Borrower stating that (A) all representations and warranties of each Credit Party set forth in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Change” shall be true in all respects) as of such date (except in the resolutions case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall be true and correct as of such earlier date or time); and (B) after giving effect to the Waiver in the Third Amendment, no Default has occurred and is continuing as of such date; and (C) the conditions in this Appendix 3 (other than the consummation of the Board Target Acquisition) have been met;
vi. satisfactory review by the Requisite Lenders and Requisite Tranche B Lenders of Directors (or other applicable governing body) the letter of credit reimbursement agreement evidencing the Compass LC Facility, which shall be evidenced by a written notice by the Requisite Lenders and Requisite Tranche B Lenders to the Administrative Agent and Borrower of such Guarantor approving satisfactory review;
vii. such other documents, governmental certificates, agreements and lien searches as the Loan Documents to which it is a party,Administrative Agent or the Requisite Tranche B Lenders may reasonably request; and
viii. each Lender shall have received an executed copy or, if not available, the then current draft of the Target Purchase Agreement.
Appears in 2 contracts
Sources: Delayed Draw Term Loan Credit Agreement (Par Petroleum Corp/Co), Delayed Draw Term Loan Credit Agreement (Par Petroleum Corp/Co)
Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesapplicable Lender;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestGuaranty executed by each Guarantor;
(iii) copiesthe Security Agreement executed by the Borrower and each of its Subsidiaries, certified together with appropriate UCC-1 and UCC-3 financing statements, if any, necessary or desirable for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in the Security Agreement;
(iv) new Mortgages executed by the Borrower or any of its Subsidiaries granting an Acceptable Security Interest in real properties of the Borrower and its Subsidiaries other than the Bilateral Collateral;
(v) evidence that the Administrative Agent has an Acceptable Security Interest in the Collateral;
(vi) certificates of insurance naming the Administrative Agent as loss payee or additional insured, as applicable, and covering the Borrower’s or its Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks that are acceptable to the Administrative Agent;
(vii) a certificate from an authorized officer of the Borrower dated as of the Effective Date stating that as of such date of this Agreement by a Responsible Officer (A) all representations and warranties of the Borrower of set forth in this Agreement are true and correct in all material respects and (B) no Default has occurred and is continuing;
(viii) a secretary’s certificate from Borrower and each Guarantor certifying such Person’s (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a partyofficers’ incumbency, (B) the certificate of incorporation of the Borrowerauthorizing resolutions, (C) the bylaws of the Borrower organizational documents, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsCredit Documents to which such Person is a party;
(ivix) certificates of good standing for the Borrower and each Guarantor in each state in which each such Person is organized or qualified to do business, which certificate shall be dated a date not earlier than 30 days prior to Effective Date;
(x) a legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as outside counsel to the Borrower and the Guarantors, in form and substance reasonably acceptable to the Administrative Agent;
(xi) copies, certified by a Responsible Officer of the Borrower certifying the names and true signatures of the officers of Teledrift APA and all other documents entered into among the Borrower authorized to sign this Agreementparties thereto in connection with the Teledrift Acquisition; and
(xii) such other documents, the Notesgovernmental certificates, Notices of Borrowing, Notices of Conversion or Continuationagreements, and lien searches as the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer Administrative Agent or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Flotek Industries Inc/Cn/), Credit Agreement (Flotek Industries Inc/Cn/)
Documentation. The Administrative Agent shall have received the following following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent:
(1) This Amendment duly executed by the Borrower, each Guarantor, the Administrative Agent, the Issuing Lender Bank and the Lenders, and, where applicable, Majority Lenders (calculated in sufficient copies for each Lender:accordance with the Commitments set forth on Schedule 2.01 attached hereto);
(i2) this Agreement, a Revolving Note payable to the order of each Lender in the amount of its such Lender’s Revolving Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesas amended hereby;
(ii3) a favorable opinion supplement to the Credit Agreement by each Target pursuant to which each Target becomes a Guarantor;
(4) a supplement to the Security Agreement by each Target, together with UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in the Collateral of each Target;
(5) a supplement and amendment to the Pledge Agreement by the Borrower pledging to the Administrative Agent for the benefit of the Borrower’sSecured Parties all of the Equity Interests of the Targets, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests;
(6) an amendment and restatement of the Custodial Agreement executed by the Administrative Agent, the Loan Parties (including, without limitation, the Targets) and Custodians selected by the Borrower and approved by the Administrative Agent in its Subsidiaries’ and the Guarantors’ counsel sole discretion;
(7) a certificate dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of Effective Date from a Responsible Officer of the Borrower certifying that: (A) before and after giving effect to this Amendment, the names representations and true signatures warranties contained in Article IV of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Credit Agreement and the other Loan Documents are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of the Borrower Effective Date as though made on, and as of such date, unless such representations or warranties are made as of a prior date in which case they are true and correct in all material respects, except for any representation and warranty that is a partyqualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, as of such prior date, and (B) before and after giving effect to this Amendment, no Default or Event of Default exists;
(v) copies8) copies of the certificate or articles of incorporation, formation or other equivalent organizational documents, including all amendments thereto, of each Target, certified as of a recent date by the Secretary of State of the state of its organization;
(9) a certificate of the Secretary or Assistant Secretary of each Target, the Borrower, and the General Partner certifying (A) that attached thereto is a true and complete copy of the by-laws, operating agreement or other equivalent organizational documents of such Loan Party as in effect on the Effective Date and at all times since a date prior to the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or other applicable governing body) equivalent body of such Guarantor approving Loan Party authorizing the execution, delivery and performance of this Amendment and the other the Loan Documents to which it such Loan Party is a party,, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate furnished pursuant to paragraph (9) above, and (D) as to the incumbency and specimen signature of each officer of such Loan Party executing this amendment or any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party;
(10) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (10) above;
(11) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each Target in the state of organization of each Target;
(12) a favorable opinion dated as of the Effective Date of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties;
(13) a copy of the NAM Agreement and each of the material documents executed in connection therewith certified as of the Effective Date by a Responsible Officer (A) as being true and correct copies of such documents as of the Effective Date, (B) as being in full force and effect and (C) that no material term or condition thereof shall have been amended, modified or waived after the execution thereof except as disclosed in writing to the Administrative Agent and as reasonably acceptable to the Administrative Agent;
(14) a certificate as to coverage under the insurance policies required by Section 5.06 of the Credit Agreement and the applicable provisions of the Security Documents, which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insureds in form and substance reasonably satisfactory to the Administrative Agent;
(15) an appraisal of the machinery, parts, equipment and other fixed assets of the Borrower and its Subsidiaries dated within 60 days prior to the Effective Date; and
(16) such other documents, governmental certificates and agreements as the Administrative Agent may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.)
Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesrequesting a Note;
(ii) a favorable opinion the reaffirmation of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as Guaranty executed by all Wholly-Owned Domestic Restricted Subsidiaries of the date of this Agreement and substantially in Borrower existing on the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestEffective Date;
(iii) copiesthe reaffirmation of the Security Agreement executed by each Credit Party, certified together with appropriate UCC-3 financing statements, if any, and intellectual property security agreements, if any, necessary for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in the Security Agreement;
(iv) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Credit Party’s Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(v) a certificate from an authorized officer of the Borrower dated as of the Effective Date stating that as of such date of this Agreement by a Responsible Officer (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except to the extent that such representation is qualified by materiality), except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (Aexcept that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) the resolutions only as of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a partysuch specified date, (B) the no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met;
(vi) a secretary’s certificate of incorporation of the Borrowerfrom each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) the bylaws of the Borrower organizational documents, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Credit Documents to which the Borrower such Person is a party;
(vvii) copiescertificates of good standing for each Credit Party in each state in which each such Person is organized, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of which certificate shall be (A) dated a date not earlier than 30 days prior to Effective Date or (B) otherwise effective on the resolutions Effective Date;
(viii) a legal opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. as outside counsel to the Board of Directors Credit Parties, in form and substance reasonably acceptable to the Administrative Agent; and
(ix) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Forum Energy Technologies, Inc.), Credit Agreement (Forum Energy Technologies, Inc.)
Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, Agreement and all attached exhibits Exhibits and schedulesSchedules and the Notes, if requested by the applicable Lenders, payable to each applicable Lender;
(ii) a favorable opinion of the Borrower’sGuaranty executed by the Parent, its Subsidiaries’ the Borrower and all Restricted Subsidiaries existing on the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestClosing Date;
(iii) copiesthe Security Agreement executed by each Credit Party, certified as together with appropriate UCC-1 financing statements and PPSA financing statements, if any, necessary for filing with the appropriate authorities and all certificates, if any, evidencing pledged Equity Interests with accompanying executed stock powers;
(iv) a Custodial Agreement executed by the Borrower, the Administrative Agent, and each employee of the date Credit Parties serving as custodian thereunder;
(v) certificates of this Agreement by insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance and covering each Credit Party’s Properties with such insurance carriers, for such amounts and covering such risks that are required hereunder;
(vi) a certificate from a Responsible Officer of the Borrower dated as of the Closing Date stating that as of such date all conditions precedent set forth in this Section 3.1 have been met; provided that, in the case of any such conditions precedent that require satisfaction of the Administrative Agent or Lenders, the Borrower may assume such satisfaction;
(vii) a secretary’s certificate or equivalent officer’s certificate from each Credit Party certifying such Person’s (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a partyofficers’ incumbency, (B) the certificate of incorporation of the Borrowerauthorizing resolutions, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentsorganizational documents;
(ivviii) certificates of good standing and existence for each Credit Party in each state or province in which each such Person is organized, which certificate shall be (A) dated a Responsible Officer of date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyClosing Date;
(vix) copiescustomary legal opinions of Weil, certified Gotshal & ▇▇▇▇▇▇ LLP, as outside US special counsel to the Credit Parties, and of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, as Alberta local counsel to the date of this Agreement by a Responsible Officer Credit Parties; and
(x) such other documents, governmental certificates and agreements as the Administrative Agent or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent Agent’s receipt of the following, each of which shall have received the following duly be originals, telecopies or copies sent by electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by all a Responsible Officer of the parties theretoBorrower (where applicable), each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and each of the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) executed counterparts of this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion Notes executed by the Borrower in favor of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any each Lender through the Administrative Agent may reasonably requestrequesting Notes;
(iii) copiessuch certificates of resolutions or other action, certified as incumbency certificates and/or other certificates of Responsible Officers of the date Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of this Agreement by each Responsible Officer thereof authorized to act as a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, in connection with respect to this Agreement, the Note, Agreement and the other Loan Documents;
(iv) certificates such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) such financial information relating to the Borrower and its Subsidiaries as the Administrative Agent may request;
(vi) a favorable opinion of counsel to the Borrower, addressed to the Administrative Agent and each Lender;
(vii) a certificate of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of either (A) attaching copies of all consents, licenses and approvals required in connection with the resolutions execution, delivery and performance by the Borrower and the validity against the Borrower of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties of the Borrower contained in Article V (other than Section 5.22) and contained in each other Loan Document are true and correct in all material respects (or, to the extent any such representation and warranty is modified by materiality or Material Adverse Effect, in all respects) on and as of the Effective Date, (B) that no Default exists as of the Effective Date or would result from the effectiveness of this Agreement; (C) that there has been no event or circumstance since the date of the Audited Financial Statements that has resulted or could reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect; (D) there does not exist any pending or threatened action, suit, investigation or proceeding in any court or before any arbitrator or Governmental Authority that (x) except as disclosed in this Agreement, either individually or in the aggregate, if adversely determined, could reasonably be expected to have a Material Adverse Effect or (y) purports to affect any transaction contemplated under this Agreement or any Loan Document (including, without limitation, the Closing Date Transactions) or the ability of the Borrower to perform its obligations under this Agreement or any Loan Document; and (E) as to a true, correct and complete copy of the Closing Date Acquisition Agreement (including all schedules and exhibits thereto) in effect as of the Effective Date; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Toro Co)
Documentation. The Administrative Agent shall have received the following duly executed (which may be, in the Administrative Agent’s sole discretion, by facsimile or scanned pdf email) by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge AgreementGuaranty, the Security AgreementsAgreement, and Mortgages encumbering at least 8085% (by PV10 value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties (as set forth in connection therewiththe Initial Engineering Report), and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower Borrower, approving the Loan Documents to which the Borrower is a party, (B) the bylaws of the Borrower, and (C) the certificate of incorporation of the Borrower, (C) Borrower duly certified by the bylaws Secretary of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsState of Colorado;
(iviii) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(viv) copiescertificates of good standing for the Borrower in each state in which each such Person is organized or qualified to do business, certified as of which certificate shall be dated a date not sooner than 30 days prior to the date of this Agreement;
(v) appropriate UCC-1 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral;
(vi) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance that meet the requirements of this Agreement by a Responsible Officer or and the secretary or an assistant secretary of each Guarantor of Security Instruments, and that are otherwise satisfactory to the Administrative Agent;
(Avii) the resolutions Initial Engineering Report;
(viii) A cash flow forecast reviewed by B. ▇. ▇▇▇▇▇▇▇ CPA, P.C., in form and substance acceptable to the Administrative Agent;
(ix) the fee letter dated as of the Board of Directors Closing Date by and between Administrative Agent and Borrower;
(x) if so requested by Administrative Agent, advance reimbursement for Administrative Agent’s actual or estimated legal fees and other applicable governing bodyexpenses incurred in connection herewith; and
(xi) of such Guarantor approving other documents, governmental certificates, agreements and lien searches as the Loan Documents to which it is a party,Administrative Agent or any Lender may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Three Forks, Inc.)
Documentation. The Administrative Agent or ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo Securities”), as applicable, shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderreceived:
(i) counterparts of this Agreement, a Note payable to Amendment executed by the order of each Lender in the amount of its CommitmentBorrowers, the Guaranties, the Pledge Agreement, the Security Agreements, Guarantor and Mortgages encumbering at least 80% (by value) all of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesLenders;
(ii) a favorable opinion Note executed by the applicable Borrowers in favor of each Lender requesting the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestsame;
(iii) copies, certified as a certificate of the date of this Agreement by a Responsible Officer of each Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the resolutions articles of incorporation (or similar formation document for any Foreign Borrower) of such Borrower and all amendments thereto, certified as of a recent date by the applicable Governmental Authority (or by such Borrower in the certificate delivered pursuant to Section 5.2(b)(ii) of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower Credit Agreement, in any jurisdiction where a Governmental Authority certification is a partyneither customary nor available), (B) the certificate bylaws (or similar governing documents) of incorporation of such Borrower as in effect on the Borrowerdate hereof, (C) resolutions duly adopted by the bylaws board of directors or shareholders, as applicable, of such Borrower authorizing the Borrower transactions contemplated hereunder and (D) all other documents evidencing other necessary corporate action the execution, delivery and governmental approvals, if any, with respect to performance of this Agreement, the Note, Amendment and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, and (D) each certificate required to be delivered pursuant to Section 5.2(b)(iii) of the Credit Agreement;
(iv) certificates as of a recent date of the good standing (or similar certificate for any Foreign Borrower, if available in the applicable jurisdiction) of each Borrower under the laws of the jurisdiction of formation of such Borrower; and
(v) at least three (3) calendar days prior to the Amendment No. 12 Effective Date, all documentation and other information required by the Administrative Agent or any Lender, as applicable, in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and Beneficial Ownership Regulations, in each case, to the extent reasonably requested by the Administrative Agent or such Lender in writing at least ten (10) business days prior to the Amendment No. 12 Effective Date.
Appears in 1 contract
Sources: Five Year Revolving Credit Agreement (BlackRock Inc.)
Documentation. (a) The Administrative Agent Servicer shall have received use its best efforts to obtain and shall maintain custody of either i) the following duly executed original promissory notes or, ii) in the event that such original promissory notes cannot be located, copies of such promissory notes certified to be a true and correct copy by all the parties theretoServicer, in form and substance satisfactory to evidencing the Administrative AgentFinanced Student Loans. Alternatively, the Issuing Lender and Servicer shall maintain custody of either a tape or CD-Rom containing an electronic imprint of all promissory notes signed electronically in accordance with the LendersServicer ‘s Electronic Signature Process. The Indenture Trustee shall deliver notes, and, where applicable, copies or records thereof as the Servicer reasonably advises is necessary to permit proper servicing hereunder. Nothing in sufficient copies for each Lender:
the foregoing shall require the Servicer to obtain Master Promissory Notes relating to Financed Student Loans it has purchased from other lenders if other lenders (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
retain or (ii) a favorable opinion guarantee, all or any portion of the Borrower’sstudent’s payment obligation under such Master Promissory Note.
(b) The Servicer, as Servicer hereunder, shall maintain on its Subsidiaries’ origination and servicing system, referred to by the Guarantors’ counsel dated servicemark “Compass” (or such successor system, together with attendant upgrades and updates, the “Origination and Servicing System”), records clearly identifying each Financed Student Loan as property of the date of this Agreement and substantially in Servicer pledged to the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters Indenture Trustee as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, security for the Notes, Notices including principal amount outstanding, type of Borrowingloan, Notices name of Conversion student and indicators which identify whether the student utilized the Servicer’s Electronic Signature Process. The Servicer may combine documentation and system records for each Master Promissory Note so long as the Servicer does so in a manner which will ensure that each Financed Student Loan extended pursuant to such Master Promissory Note may be separately identified and transferred or Continuationsold. From time to time the Servicer shall, upon request of the Indenture Trustee, submit such information and take such action as may be reasonably required by the Indenture Trustee to assure that such Financed Student Loans are maintained in a proper and secure condition.
(c) Except as required by law, the Servicer shall maintain the confidentiality of the information provided hereunder and shall not disclose or in any way communicate such information to third parties without the express written consent of the Indenture Trustee and the other Loan Documents Issuer. The Servicer shall provide a reasonably designed security system for access to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents original documents and to which it is a party,its computer system.
Appears in 1 contract
Documentation. The Administrative Agent Bank shall have received the following duly executed by all the parties theretoreceived, in form and substance satisfactory to Bank, each of the Administrative Agentfollowing, duly executed by the Issuing Lender and Credit Parties thereto (other than the Lenders, and, where applicable, in sufficient copies for each Lender:Bank):
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion the Line of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestCredit Note;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Term Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Security Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copiesthe Pledge Agreement;
(vi) the Guaranty;
(vii) the Deeds of Trust;
(viii) the Subordination Agreements;
(ix) a “pay-off” letter with respect to the Existing B of A Indebtedness executed by a duly authorized officer of the Bank of America, N.A. and all other signatories thereto;
(x) such evidence as the Bank may reasonably require to verify that each Credit Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including copies of each Credit Party’s organizational documents, certificates of existence, certificates of good standing and/or qualification to engage in business and tax clearance certificates, certified by an officer of the Credit Party;
(xi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of the Credit Parties on behalf of such parties as Bank may require to establish the identities of and verify the authority and capacity of each such officer thereof;
(xii) a Borrowing Base Certificate evidencing that after provision for refinancing of the Existing B of A Indebtedness, there will exist availability as determined under the Borrowing Base;
(xiii) lien searches with respect to the Collateral in form and substance acceptable to Bank in its sole discretion;
(xiv) a certificate signed by the responsible officer of Borrower certifying (i) that the conditions specified in Section 3.2(a) hereinbelow have been satisfied, (ii) setting forth in form and detail satisfactory to Bank a calculation (A) of the current ratio of Funded Debt to EBITDA as of the date Closing Date, (B) a calculation showing a “Fixed Charge Coverage Ratio” (hereinafter defined) of this Agreement not less than 1.5 to 1 as of the Closing Date; (C) a calculation of “Balance Sheet Leverage” (hereinafter defined) of not less than 6.25 to 1.0 as of the Closing Date and (D) A “Tangible Net Worth” (hereinafter defined) of not less than $7,500,000 as of the Closing Date and (iii) that no Event of Default or event or circumstance which with the passage of time, giving of notice or both would become an Event of Default has occurred;
(xv) landlord waivers or subordinations executed by a Responsible Officer the owner of any property not owned by Borrower on or the secretary or an assistant secretary of each Guarantor of in which Collateral is located;
(Axvi) the resolutions originals of all stock certificates described in Section 3 of the Board Pledge Agreement, together with executed stock powers for each;
(xvii) such other documents, certificates, reports and evidence of Directors (other circumstances, events or actions as Bank may reasonably require in connection with the transactions contemplated hereby or by the other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Documents.
Appears in 1 contract
Sources: Credit Agreement (Acr Group Inc)
Documentation. The Administrative Agent shall have received Agent’s receipt of the following duly executed by all the parties theretofollowing, in each case in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) a counterpart of this AgreementAmendment, a Note payable to duly executed and delivered by the order of each Lender in the amount of its CommitmentBorrower, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewithGuarantors, and each of the other Loan Documents, and all attached exhibits and schedulesLender;
(ii) a favorable opinion of satisfactory corresponding amendment with respect to the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestSenior Note Purchase Agreement;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the Organization Documents and consents or resolutions of the Board board of Directors directors (or other appropriate governing body) of each Loan Party, together with such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Borrower approving transactions contemplated hereby and any other legal matters relating to the Loan Parties, the Loan Documents to which or the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentstransactions contemplated hereby;
(iv) certificates specimen signatures certified by the Secretary, Manager or other appropriate officer, as applicable, of each Loan Party;
(v) a Compliance Certificate demonstrating that the Borrower is in compliance with the financial covenants set forth in Section 8.1 of the Credit Agreement based on financial statements most recently delivered pursuant to Section 7.3(a) or 7.3(b), as applicable, both before and after giving effect (on a pro forma basis) to (A) such Revolving Credit Increase (with any Revolving Credit Increase being deemed to be fully funded) and (B) any transaction permitted hereunder consummated in connection therewith;
(vi) an officer’s certificate from a Responsible Officer of the Borrower certifying that, before and after giving effect to this Amendment, the names Revolving Credit Increase provided hereby and true signatures any use of the officers proceeds thereof each of the Borrower authorized to sign this Agreementrepresentations and warranties set forth in Section 4(a)(i), the Notes, Notices of Borrowing, Notices of Conversion or Continuation, 4(a)(ii) and the other Loan Documents to which the Borrower is a party4(a)(iii) are true and correct;
(vvii) copies, certified as an opinion of counsel to the date of this Agreement by a Responsible Officer or Loan Parties;
(viii) Uniform Commercial Code search results reasonably satisfactory to the secretary or an assistant secretary of each Guarantor of Administrative Agent; and
(A) the resolutions Loan Parties shall have provided to the Administrative Agent and directly to the Lenders all documentation and other information requested by the Administrative Agent or any Lender in order to comply with the requirements of any Anti-Money Laundering Laws, including the Board of Directors PATRIOT Act and any applicable “know your customer” rules and regulations, and (B) the Borrower shall have delivered to the Administrative Agent and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to it (or other applicable governing body) of such Guarantor approving a certification that the Loan Documents to which it is a party,Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations).
Appears in 1 contract
Documentation. The On or before the earlier to occur of the day on which the initial Borrowing is made or the initial Letter of Credit is issued, the Administrative Agent and the Lenders shall have received the following following, each dated on or before such day, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, Agreement executed by all of the other Loan Parties and all attached Exhibits and Schedules;
(ii) any Note requested by a Note Lender pursuant to Section 2.02(g) payable to the order of each such requesting Lender in the amount of its Revolving Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copiesRig Mortgage(s) duly authorized, certified executed and delivered by the applicable Loan Party granting a Lien to the Administrative Agent in each Collateral Rig to secure the Obligations, in appropriate form for recording in the appropriate vessel registry, together with any other documents, agreements or instruments reasonably necessary to create an Acceptable Security Interest in such Collateral Rig;
(iv) an Assignment of Earnings and an Assignment of Insurances, together creating a security interest in each Loan Party’s present and future Earnings Collateral and Insurance Collateral;
(v) the Security Agreement executed by each of the Loan Parties, together with UCC-1 financing statements and any other documents, agreements or instruments reasonably necessary to create an Acceptable Security Interest in the Collateral described therein;
(vi) the Pledge Agreement executed by the Borrower and each applicable Subsidiary pledging to the Administrative Agent, for the ratable benefit of the Secured Parties, all of the Equity Interests of the Material Domestic Subsidiaries and 65% of the Equity Interests of Material Subsidiaries that are Foreign Subsidiaries, together with certificates, powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments reasonably necessary to create an Acceptable Security Interest in such Equity Interests;
(vii) Account Control Agreement(s) among the Borrower, the Administrative Agent and Citibank, N.A.;
(viii) a certificate dated as of the date of this Agreement by Closing Date from a Responsible Officer of the Borrower of stating that (A) the resolutions all representations and warranties of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower such Person set forth in this Agreement and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and in the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,party are true and correct; and (B) no Default or Event of Default has occurred and is continuing;
(ix) copies of the certificate or articles of incorporation or other equivalent organizational documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization;
(x) a certificate of the Secretary or Assistant Secretary of each Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the organizational documents of such Loan Party as in effect on the Effective Date, the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or Persons, committees or other group performing similar functions) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party (or in the case of any Loan Party that executed this Agreement as of the Effective Date, ratifying, confirming and adopting all acts, transactions or agreements undertaken on or prior to the Closing Date by such Loan Party in connection with this Agreement and the transactions contemplated hereby) and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certified copy thereof furnished pursuant to clause (ix) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document, Notice of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party;
(xi) a certificate of another officer of each Loan Party as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (x) above;
(xii) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in each jurisdiction where such Loan Party is incorporated or organized;
(xiii) opinions dated as of the Closing Date from (A) Fulbright & ▇▇▇▇▇▇▇▇, L.L.P., counsel to the Loan Parties, (B) Sher & ▇▇▇▇▇▇▇▇▇, LLP, special maritime counsel to the Loan Parties, and (C) ▇▇▇▇▇ ▇▇▇▇▇▇▇, Heftye y ▇▇▇▇▇, S.C., Mexican counsel to the Loan Parties;
(xiv) a certificate from a Financial Officer of the Borrower dated as of the Closing Date addressed to the Administrative Agent and each of the Lenders regarding the matters set forth in Section 4.20;
(xv) a certificate from a Financial Officer addressed to the Administrative Agent and each of the Lenders, certifying that the Projections delivered by the Borrower to the Administrative Agent and the Lenders prior to the Closing Date have been prepared in good faith and are based on reasonable assumptions when made, and there are no statements or conclusions in such Projections which are based upon or include information known to the Borrower on the Closing Date to be misleading in any material respect or which fail to take into account material information known to the Borrower on the Closing Date regarding the matters reported therein and that, as on the Closing Date, the Borrower believes that such Projections are reasonable, it being recognized by the Administrative Agent, the Lenders and the Issuing Bank, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by the Projections may materially differ from the projected results included in such Projections;
(xvi) copies of each of the Transaction Documents certified as of the Closing Date by a Responsible Officer or the Secretary or Assistant Secretary of the Borrower (A) as being true and correct copies of such documents as of the Closing Date and (B) as being in full force and effect;
(xvii) certificates of insurance from an Insurance Advisor to the extent required by Section 5.04.
(xviii) Appraisal Reports for each Collateral Rig dated not more than 180 days prior to the Closing Date, each issued by an Approved Rig Appraiser;
(xix) (A) certificates of ownership or abstracts of title from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of such Collateral Rig by the relevant Loan Party (or its predecessor), (B) valid and current ISM/ISPS Code documentation required with respect to each Collateral Rig pursuant to applicable Legal Requirements and (C) the results of maritime registry searches with respect to such Collateral Rig, indicating no record liens other than Liens in favor of the Administrative Agent and Excepted Liens, in each case, dated not more than 60 days prior to the Closing Date;
(xx) (A) copies of the Certificates of Inspection, (B) Rig Certificates of Financial Responsibility (Water Pollution) or International Oil Pollution Prevention Certificate, each issued by the United States Coast Guard (or the substantial equivalent in the case of foreign assets if available), (C) Certificates of Classification issued by the American Bureau of Shipping, (D) Certificates of Documentation or Certificates of Registry issued by the United States Coast Guard or foreign equivalent, (E) International Load Line Certificates issued by the American Bureau of Shipping, and (F) Certificate of Financial Responsibility required by the Minerals Management Service or the United States Coast Guard, in each case as applicable and as reasonably requested by the Administrative Agent with respect to the Collateral Rigs, in each case, dated not more than 60 days prior to the Closing Date;
(xxi) evidence of the class of each Collateral Rig and the classification society with respect to such Collateral Rig;
(xxii) acknowledgment from CT Corporation System as of the Closing Date with respect to its irrevocable appointment as agent for service of process by each Loan Party pursuant to Section 10.12(b);
(xxiii) a guaranty trust agreement among the applicable Loan Parties, the Administrative Agent and the Mexican trustee designated by the Loan Parties and acceptable to the Administrative Agent, together with a form of consent to assignment to be executed by PEMEX; all in form and substance reasonably satisfactory to the Administrative Agent and the Borrower; and
(xxiv) such other documents, governmental certificates and agreements as the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Revolving Credit Agreement (Seahawk Drilling, Inc.)
Documentation. The Administrative Agent shall have received the following following:
(1) this Amendment, duly and validly executed by all the parties theretoLenders and the Borrower;
(2) account control agreements, in form duly and substance satisfactory to validly executed by the Credit Parties, the Administrative Agent, and Frost Bank, as depositary bank, with respect to each Deposit Account of a Credit Party at Frost Bank in existence on the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesAmendment Effective Date;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii3) copies, certified as of the date Amendment Effective Date, by an Authorized Officer or the secretary or an assistant secretary of this Agreement by a Responsible Officer each of the Borrower Credit Parties of (A) the resolutions of the Board applicable governing body of Directors of each such Credit Party or approving this Amendment and the Borrower approving the Loan other Credit Documents to which the Borrower each such Credit Party is a party, and (B) the articles or certificate (as applicable) of incorporation (or organization or formation) and bylaws (or partnership or company agreement) of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentseach such Credit Party;
(iv4) certificates of a Responsible an Authorized Officer or the secretary or assistant secretary of each of the Borrower Credit Parties certifying the names and true signatures of the officers of the Borrower Credit Parties authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Amendment and the other Loan Credit Documents to which such the Borrower Credit Party is a party;
(v5) copiescertificates of good standing and existence for each of the Credit Parties in the state, certified as of province or territory in which each such Credit Party is organized, which certificates shall be dated a date not earlier than 30 days prior to the date of this Agreement by a Responsible Amendment;
(6) certificate of an Authorized Officer or of the secretary or an assistant secretary of each Guarantor of Borrower (A) certifying that the resolutions condition set forth in Section 9(b) of this Amendment has been satisfied and (B) attaching an executed copy of the Board ▇▇▇▇▇▇▇▇ Acquisition Agreements and the Preferred Equity Purchase Agreement, together with all executed copies of Directors amendments thereto;
(or 7) favorable opinions of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel to the Credit Parties and (ii) the local counsel of the Credit Parties listed on Part I of Exhibit D attached hereto, in each case addressed to the Administrative Agent and each Lender and covering such customary matters concerning the Credit Parties and the Credit Documents as the Administrative Agent may reasonably request;
(8) a certificate of an Authorized Officer of the Borrower, substantially in the form attached hereto as Exhibit E certifying that the Borrower and the Restricted Subsidiaries, and immediately after giving effect to the consummation of the ▇▇▇▇▇▇▇▇ Acquisition, the Preferred Equity Transaction and the other applicable governing bodytransactions to occur upon the Amendment Effective Date are, as of the Amendment Effective Date, solvent; and
(9) counterparts of such Guarantor approving the Loan Documents to which it is a party,Intercompany Note (together with an executed undated allonge) executed by the Borrower and the Restricted Subsidiaries.
Appears in 1 contract
Documentation. The On or before the Closing Date, the Administrative Agent and the Lenders shall have received the following following, each dated on or before such day, duly executed 41 by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this AgreementAgreement and all attached Exhibits and Schedules;
(ii) a Note, a Note if requested by any Lender pursuant to Section 2.02(g) payable to the order of each such requesting Lender in the amount of its Commitment;
(iii) the Security Agreement, together with (A) supplemental security agreements with respect to Intellectual Property that are necessary to create an Acceptable Lien in the Guarantiesapplicable Borrower’s Party’s interest in such Intellectual Property, (B) UCC financing statements and any other documents, agreements or instruments (including lien releases with respect to any Collateral currently subject to a Lien other than Permitted Liens) necessary to create an Acceptable Lien in the Collateral described therein to the extent described therein, and (C) lien, judgment, and, where customarily conducted, tax searches conducted on the Borrower Parties reflecting no Liens other than Permitted Liens against any of the Collateral;
(iv) a Mortgage on each Mortgaged Property, fully notarized, together with (A) evidence that the Mortgage has been recorded (or will be recorded with assurance from the Title Company that it will provide affirmative coverage from the Closing Date) in all places to the extent necessary, to create an Acceptable Lien in the applicable Borrower Party’s interest in the Real Property described therein to the extent described therein, (B) UCC fixture financings statements, as applicable, (C) a commitment from a title company reasonably acceptable to the Collateral Agent, in its sole discretion, to issue a title insurance policy assuring the Collateral Agent, on behalf of the Secured Parties, that such Mortgage creates an Acceptable Lien in the applicable Borrower’s Party’s interest in the Real Property described therein, (D) copies of existing surveys and maps or plans of the real estate described in the Mortgage;
(v) the Pledge Agreement;
(vi) the Intercreditor Agreement - 2015;
(vii) the CAA;
(viii) if any deposit account of any Borrower Party is held with a financial institution that is not the Administrative Agent, an agreement or agreements in form and substance reasonably acceptable to the Administrative Agent between the Administrative Agent, the Security Agreementsapplicable Borrower Party and such other financial institution governing any such deposit accounts (an “Account Control Agreement”) subject to Account Control Agreements pursuant to which the Administrative Agent has an Acceptable Lien;
(ix) a certificate from the Borrowers, signed by a Responsible Officer, stating that (A) all representations and warranties of the Borrower Parties set forth in this Agreement and in the other Credit Facility Documents are or were true and correct in all material respects as of the specified date of such representation or warranty (provided that such materiality qualifier shall not apply if such representation or warranty is already subject to a materiality qualifier); (B) no Default has occurred and is continuing; and (C) subject to a post-closing letter or waiver thereof, the conditions in this Section 3.01 have been met; 42
(x) copies of the certificate or articles of incorporation, certificate of formation or other equivalent organizational documents, including all amendments thereto, of each Borrower Party, certified as of a recent date by the Secretary of State of the state of its organization;
(xi) a certificate of the Secretary or Assistant Secretary or other officer of the Borrowers certifying (A) that attached thereto is a true and complete copy of the by-laws, limited liability company agreement or other equivalent organizational documents of each Borrower Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the members, Board of Directors or applicable governing body of each Borrower Party authorizing the execution, delivery and performance by each Borrower Party of the Credit Facility Documents to which such Borrower Party is a party and, in the case of the Borrowers, the borrowings hereunder, and Mortgages encumbering at least 80% that such resolutions have not been modified, rescinded or amended and are in full force and effect, (by valueC) that the certificate of formation or articles of incorporation or other equivalent organizational documents of each Borrower Party have not been amended since the date of the Borrower’s last amendment thereto shown on the certificate of good standing furnished pursuant to clause (xi) below, and its Subsidiaries’ Proven Reserves (D) as to the incumbency and Oil and Gas Properties specimen signature of each officer executing any Credit Facility Document, Borrowing Request or any other document delivered in connection therewithherewith on behalf of a Borrower;
(xii) certificates from the appropriate Governmental Authority certifying as to the good standing, status, existence and authority of each of the other Loan Documents, and all attached exhibits and schedulesBorrower Parties their respective jurisdictions;
(iixiii) a such customary favorable opinion opinions of counsel to the Borrower’s, its Subsidiaries’ Borrowers and the Guarantors’ counsel dated as of other Borrower Parties, addressed to the date of this Agreement Administrative Agent and substantially in the form of the attached Exhibit K covering the matters discussed in Lenders and concerning such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iiixiv) copiesa certificate from the Borrowers, certified as of signed on its behalf by the date of this Agreement by a Responsible Financial Officer of the Borrower of (A) Borrowers, addressed to the resolutions Administrative Agent and each of the Board of Directors Lenders regarding the matters set forth in Section 4.17;
(xv) a copy of, or a certificate as to coverage under, the insurance policies (“Borrower Insurance Policies”) required by Section 5.04 and the applicable provisions of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Security Documents;
(ivxvi) certificates a Borrowing Base Certificate dated as of a Responsible Officer June 26, 2015;
(xvii) IRS form W-9 of Borrower;
(xviii) the Fee Letter in form and substance reasonably satisfactory to the parties thereto; and
(xix) duly executed Approved Bailee Letters with respect to all Inventory of the Borrower certifying the names and true signatures of the officers of the Parties located at locations not owned by a Borrower authorized to sign this AgreementParty in fee simple, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyif any;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (Axx) the resolutions of Initial Financial Statements; and
(xxi) such other documents, governmental certificates and agreements as the Board of Directors (Administrative Agent or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request. 43
Appears in 1 contract
Documentation. The Administrative Agent Lender shall have received the following duly executed by all the parties theretodocuments, each to be in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderits counsel:
(iA) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the The Security Agreements, Agreement and Mortgages encumbering at least 80% (any other Security Documents duly executed by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(iiB) a favorable A legal opinion of the Alst▇▇ & ▇ird, counsel to Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the Exhibit "M" attached Exhibit K covering the matters discussed in such Exhibit hereto and such other matters as any Lender through the Administrative Agent may reasonably requestincorporated by reference herein;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) A Compliance Certificate in the bylaws form of the Borrower Exhibit "K" attached hereto and incorporated by reference herein duly executed by an officer of Borrower;
(D) all other documents Certificates or policies of insurance evidencing other necessary corporate action and governmental approvals, if any, compliance with respect to the applicable provisions of this Agreement, the Note, and the other Loan Documents;
(ivE) certificates of A request for Advance pursuant to Section 9.4 hereof and a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyBorrowing Base Report;
(vF) copiesCertified copies of Borrower's casualty insurance policies, together with loss payable endorsements on Lender's standard form of Loss Payee Endorsement naming Lender as loss payee, and certified copies of Borrower's liability insurance policies, together with endorsements naming Lender as a co-insured;
(G) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Lender in the Collateral and evidence in a form acceptable to Lender that such Liens constitute valid and perfected security interests and Liens, having the Lien priority specified in Section 4.2(B) hereof;
(H) A copy of the date Articles or Certificate of this Agreement Incorporation of Borrower, and all amendments thereto, and a copy of the Bylaws of Borrower, each certified by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Borrower;
Appears in 1 contract
Sources: Loan Agreement (Friedmans Inc)
Documentation. The Administrative Agent shall have received At or prior to the closing of this transaction, Borrower ------------- must deliver the following duly documents and other items, executed by and acknowledged as appropriate, all the parties thereto, in form and substance satisfactory to Bank: (a) this Agreement; (b) the Administrative AgentNote; (c) the Deed of Trust; (d) a UCC-1 Financing Statement perfecting a first-position lien on all personal property collateral that is perfected by filing; (e) the Guaranties, if any; (f) an ALTA title insurance policy insuring Bank that the Issuing Lender Deed of Trust constitutes a valid and enforceable lien on the Property subject and subordinate only to such liens or other matters as Bank has approved in writing; (g) if requested, an ALTA/ASCM survey of the Real Property and the Lendersimprovements thereon certified to Bank; (h) if the Deed of Trust is to be junior to any other lien or deed of trust on the Property, and, where applicable, in sufficient copies for each Lender:
a Beneficiary's Statement from the holder of such prior lien or deed of trust; (i) evidence of the casualty and other insurance coverage as required under this AgreementAgreement or otherwise by Bank in writing; (j) if Borrower is anything other than a natural person, evidence of Borrower's due formation and good standing, as well as due authorization and execution of the Loan Documents; (k) if applicable, non-disturbance, attornment and subordination agreements, subordination agreements and estoppel certificates from tenants leasing space in the Property; (l) if the Property is to be leased to third parties, Borrower's pro forma lease form; (m) a Note payable to the order of each Lender loan fee in the amount of its Commitment$77,000.00; (n) an Environmental Questionnaire and Disclosure Statement prepared and certified by Borrower, the Guarantiesand, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) if Bank requires an environmental survey of the Borrower’s Property prepared by environmental consultant satisfactory to Bank; and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(iio) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters documents, property information and other assurances as any Lender through the Administrative Agent Bank may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,require.
Appears in 1 contract
Documentation. The Administrative Agent Lender shall have received the following duly executed by all the parties theretodocuments, each to be in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderits counsel:
(iA) this Agreement, A certificate regarding the Loan Parties' casualty insurance policies evidencing Lender as loss payee and the Loan Parties' liability insurance policies naming Lender as a Note payable co-insured;
(B) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the order Liens of each Lender in the amount of its Commitment, Collateral and evidence in a form acceptable to Lender that such Liens constitute valid and perfected priority security interests and Liens subject only to the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% Liens set forth on Exhibit F hereto;
(by valueC) A copy of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and Articles or Certificate of Incorporation of each of the other Loan DocumentsParty, and all attached exhibits and schedulesamendments thereto;
(iiD) a favorable opinion Good standing certificates for each Loan Party, issued by the Secretary of State or other appropriate official of the Borrower’s, its Subsidiaries’ and jurisdiction of incorporation;
(E) A closing certificate signed by officers of the Guarantors’ counsel Loan Parties dated as of the date hereof, stating that (i) the representations and warranties set forth in Section 8 hereof are true and correct on and as of such date, (ii) the Loan Parties are on such date in compliance with all the terms and provisions set forth in this Agreement and substantially in the form (iii) on such date no Default or Event of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestDefault has occurred or is continuing;
(iiiF) copiesThe Other Agreements duly executed and delivered by the Loan Parties;
(G) The Security Documents duly executed, certified as accepted and acknowledged by or on behalf of each of the date signatories thereto;
(H) The favorable, written opinion of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents Tony ▇. ▇▇▇▇▇, ▇ounsel to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action the Guarantors to be in form and governmental approvals, if any, with respect content acceptable to this Agreement, the Note, Lender and the other Loan Documents;its counsel; and
(ivI) certificates of a Responsible Officer of Such other documents, instruments and agreements as Lender shall reasonably request in connection with the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,foregoing matters.
Appears in 1 contract
Sources: Loan and Security Agreement (Profit Recovery Group International Inc)
Documentation. The On the Closing Date, the Administrative Agent shall have received each of the following duly executed by all the parties theretofollowing, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) A certificate of the Borrower signed by an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Borrower set forth in this AgreementAgreement are true and correct in all material respects, a Note payable (x) the Borrower is in compliance with each of the covenants and conditions hereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the order of each Lender in Administrative Agent;
(ii) A certificate dated the amount of its Commitment, Closing Date and signed by the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) Secretary or an Assistant Secretary of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties , certifying as appropriate as to: (a) all action taken by the Borrower in connection therewith, with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in each state where organized or qualified to do business;
(iii) The 2015A Notes signed by an Authorized Officer of the Issuer and authenticated by the Trustee and the 2015B Notes signed by an Authorized Officer of the Issuer and authenticated by the Trustee;
(iv) This Agreement and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement Documents signed by a Responsible an Authorized Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) Issuer and all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentsappropriate financing statements;
(ivv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures A certificate of the officers of the Borrower authorized Issuer covering such matters to sign this Agreementthe reasonable satisfaction of Note Counsel and the Administrative Agent;
(vi) Certified copies of the FERC Order and the IURC Order.
(vii) A written opinion of Note Counsel, dated the Closing Date, covering federal income tax matters relating to interest on the Notes, Notices the defeasance of Borrowing, Notices the bonds being refunded as part of Conversion or Continuationthe 2015A Project and 2015B Project, and other matters, in form and substance acceptable to the other Loan Documents to which the Borrower is a partyAdministrative Agent and its counsel;
(vviii) copiesA written opinion of counsel for the Borrower, certified dated the Closing Date and in the form set forth in Schedule 4.1(a);
(ix) A written opinion of counsel for the Issuer in form and substance acceptable to the Administrative Agent and its counsel;
(x) The Tax Certificate signed by an Authorized Officer of the Borrower and Issuer covering such matters to the satisfaction of Note Counsel and the Administrative Agent;
(xi) Copy of Internal Revenue Service Form 8038 to be signed and filed by an authorized officer of the Issuer post-closing; and
(xii) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect;
(xiii) A duly completed Compliance Certificate as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions last day of the Board fiscal quarter of Directors Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer;
(xiv) All material consents required to effectuate the transactions contemplated hereby;
(xv) Such other documents in connection with such transactions as the Administrative Agent or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,said counsel may reasonably request.
Appears in 1 contract
Sources: Note Purchase and Covenants Agreement (Ipalco Enterprises, Inc.)
Documentation. The Administrative Agent shall have received the following duly executed by all the parties theretodocuments, each to be in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lenderits counsel:
(i) this AgreementCopies of casualty insurance policies of Borrower, a Note together with loss payable to the order endorsements on Agent's standard form of each Lender in the amount of Loss Payee Endorsement naming Agent as loss payee as its Commitment, the Guaranties, the Pledge Agreement, the Security Agreementsinterests may appear, and Mortgages encumbering at least 80% (by value) certified copies of the Borrower’s liability insurance policies of Borrower and its Subsidiaries’ Proven Reserves , together with endorsements naming Agent as a coinsured;
(ii) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Agent in the Collateral and Oil evidence in a form acceptable to Agent that such Liens constitute valid and Gas Properties in connection therewithperfected first priority security interests and Liens, subject only to those Permitted Liens which are expressly stated to have priority over the Liens of Agent;
(iii) Copies of the Articles of Incorporation of Borrower and each of its Subsidiaries, and all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation;
(iv) Good standing certificates for Borrower and each of its Subsidiaries issued by the Secretary of State or other appropriate official of Borrower's and each of its Subsidiaries' jurisdiction of incorporation and each jurisdiction where the conduct of Borrower's and such Subsidiary's business activities necessitates qualification and in which the failure of Borrower and such Subsidiary's to be so qualified would have a Material Adverse Effect;
(v) A closing certificate signed by one of the principal financial officers of Borrower, dated as of the Closing Date, stating that (a) the representations and warranties set forth in Section 8 hereof are true and correct in all material respects on and as of such date, (b) Borrower and its Subsidiaries are on such date in compliance in all material respects with all the terms and provisions set forth in this Agreement and the other Loan Documents, and all attached exhibits and schedules(c) on such date no Default or Event of Default exists;
(iivi) a favorable opinion The Security Documents duly executed, accepted and acknowledged by or on behalf of each of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestsignatories thereto;
(iiivii) copiesThe Other Agreements duly executed and delivered by Borrower;
(viii) The favorable, certified written opinion of counsel to Borrower and its Subsidiaries as of to the date of transactions contemplated by this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(ivix) certificates Written instructions from Borrower directing the application of a Responsible Officer proceeds of the Borrower certifying the names Term Loan and true signatures of the officers initial Revolver Loan made to Borrower pursuant to this Agreement on the Closing Date;
(x) Certificates of the Secretary or an Assistant Secretary of Borrower authorized to sign and each of its Subsidiaries certifying (a) that attached thereto is a true and complete copy of the Bylaws of Borrower or such Subsidiary, as in effect on the date of such certification, (b) that attached thereto is a true and complete copy of the resolutions adopted 113 by the Board of Directors of Borrower or such Subsidiary, authorizing the execution, delivery and performance of this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Agreement and the other Loan Documents to which the Borrower or such Subsidiary is a partyparty and the consummation of the transactions contemplated hereby and thereby, and (c) as to the incumbency and genuineness of the signature of each officer of Borrower or such Subsidiary executing this Agreement or any of the Loan Documents;
(vxi) copies, certified as Duly executed agreement for the establishment of the date Dominion Account and a payment direction agreement with each Lockbox Bank providing for the establishment of this Agreement the Dominion Account and instructions to each Lockbox Bank as to the application of Payment Items received in the Lockbox upon receipt of a Payment Direction Notice;
(xii) Fully paid mortgagee title insurance policies (or binding commitments to issue title insurance policies, marked to Agent's satisfaction to evidence the form of such policy to be delivered after the Closing Date), in standard ALTA form (including a revolving credit endorsement, comprehensive endorsement, tie-in endorsement and such other endorsements as Agent may request), issued by a Responsible Officer title insurance company satisfactory to Agent, in an aggregate amount as specified by Agent, insuring the Mortgage to create a valid Lien on the Owned Real Property with no exceptions which Agent shall not have approved in writing and no general survey exceptions;
(xiii) As-built surveys with respect to each tract of the Owned Real Property, which surveys shall indicate the following: (a) an accurate metes and bounds or lot, block and parcel description of the secretary or an assistant secretary of each Guarantor of Owned Real Property; (Ab) the resolutions correct location of all buildings, structures and other improvements on the Board Owned Real Property, including, without limitation, all streets, easements, rights of Directors way and utility lines; (c) the location of ingress and egress from the Owned Real Property, and the location of any set- back or other applicable governing bodybuilding lines affecting the Owned Real Property; and (d) a certificate by a registered land surveyor in form and substance acceptable to Agent, certifying to Agent the accuracy and completeness of such Guarantor approving survey and to such other matters relating to the Loan Documents to which it is a party,Owned Real Property and surveys as Agent shall require;
Appears in 1 contract
Documentation. The Administrative Agent Bank shall have received the following duly executed by all the parties theretoreceived, in form and substance satisfactory to Bank, each of the Administrative Agentfollowing, duly executed by the Issuing Lender and the Lenders, and, parties thereto (where applicable, in sufficient copies for each Lender:):
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion the Revolving Line of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestCredit Note;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Term Note, and the other Loan Documents;
(iv) certificates the respective security agreements of a Responsible Officer Borrower and each other Obligor in favor of Bank;
(v) the standby letter of credit agreement of Borrower in favor of Bank;
(vi) the commercial letter of credit agreement of Borrower in favor of Bank;
(vii) the continuing guaranty of Baseline in favor of Bank;
(viii) the continuing guaranty of Microanalytics in favor of Bank;
(ix) the perfection certificate of the Borrower Obligors in favor of Bank (the “Perfection Certificate”);
(x) the share purchase agreement with respect to the Acquisition Target and all material documentation related thereto;
(xi) financing statements with respect to each Obligor to be filed in each jurisdiction which, in the opinion of Bank, is reasonably necessary to perfect the security interests and liens created by a security agreement of such Obligor in favor of Bank, to the extent such security interests and liens can be perfected by filing;
(xii) current searches of appropriate filing offices in the jurisdiction in which each Obligor is organized, has an office or otherwise conducts business (including, but not limited to, secretaries of state and county recorders) showing that no state or federal tax liens have been filed and remain in effect against such Obligor, and that no financing statements or other notifications or filings have been filed and remain in effect against such Obligor, other than those for which Bank has received an appropriate release, termination or satisfaction or those permitted in accordance with this Agreement;
(xiii) certificate of the secretary or other appropriate officer of each Obligor (A) certifying that the execution, delivery and performance of this Agreement, the Revolving Line of Credit Note, the Term Note and other documents contemplated hereunder to which such Obligor is a party have been duly approved by all necessary action of the board of directors of such Obligor, and attaching true and correct copies of the applicable resolutions granting such approval, and (B) certifying that attached to such certificate are true and correct copies of such Obligor’s articles of incorporation and bylaws, together with such copies, together with a certification of the names and true signatures of the officers of the such Borrower that are authorized to sign this Agreement, the NotesRevolving Line of Credit Note, Notices the Term Note and other documents contemplated hereunder, together with the true signatures of Borrowing, Notices such officers. Bank may conclusively rely on such certificate until Bank receives a further certificate of Conversion the secretary or Continuation, assistant secretary of such Borrower canceling or amending the prior certificate and submitting the other Loan Documents to which signatures of the Borrower is a partyofficers named in such further certificate;
(vxiv) copies, certified as a certificate of good standing for each Obligor from the Secretary of State (or the appropriate official) of the date state of formation of each Obligor, dated not more than 30 days prior to the Closing Date; and
(xv) such other documents as Bank may require under any other Section of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Agreement.
Appears in 1 contract
Sources: Credit Agreement (Mocon Inc)
Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesapplicable Lender;
(ii) a favorable opinion the Guaranty executed by Augusta and each other Subsidiary of the Borrower’s, its Subsidiaries’ and Borrower existing on the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestEffective Date;
(iii) copiesthe Security Agreement executed by each Credit Party, together with appropriate UCC-1 financing statements, if any, necessary or desirable for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in the Security Agreement;
(iv) fully executed Mortgages or amendments to existing Mortgages covering all fee owned real property of any Credit Party, together with (A) a copy of an existing owner’s policy of title insurance reflecting no Liens on such real property other than Permitted Liens, (B) a flood determination certificate issued by the appropriate Governmental Authority or third party indicating whether such property is designated as a “flood hazard area” and (C) if such property is designated to be in a “flood hazard area”, evidence of flood insurance on such property obtained by the applicable Credit Party in such total amount as required by Regulation H of the Federal Reserve Board, and all official rulings and interpretations thereunder or thereof, and otherwise in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973;
(v) the Intercreditor Agreement executed by the Administrative Agent, the Term B Collateral Agent and the Borrower;
(vi) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, and additional insured with respect to liability insurance, and covering the Borrower’s or its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks that are acceptable to the Administrative Agent;
(vii) a certificate from an authorized officer of the Borrower dated as of the Effective Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct, (B) no Default has occurred and is continuing; and (C) the conditions precedent set forth in Section 3.1(b), (e), the second sentence of (l), and (m)(i) and (ii) have been met;
(viii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, and (C) Organization Documents;
(ix) certificates of good standing for each Credit Party in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not earlier than 30 days prior to Effective Date or (B) otherwise effective on the Effective Date;
(x) legal opinions of (A) Fulbright & ▇▇▇▇▇▇▇▇ LLP as Texas counsel to the Credit Parties and (B) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Van Deuren s.c., as Wisconsin counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent;
(xi) copies of the Augusta Drop Down Documents, certified as of the date of this Agreement Effective Date by a Responsible Officer an authorized officer of the Borrower (x) as being true and correct copies of such documents, (Ay) as being in full force and effect and (z) that no material term or condition thereof shall have been amended, modified or waived after the resolutions execution thereof in a manner that is materially adverse to the interests of the Board of Directors Administrative Agent or the Lenders without the prior written consent of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsAdministrative Agent;
(ivxii) certificates of a Responsible Officer copies of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copiesTerm B Credit Documents, certified as of the date Effective Date by an authorized officer of this Agreement by the Borrower (x) as being true and correct copies of such documents, (y) as being in full force and effect and (z) that no material term or condition thereof shall have been amended, modified or waived after the execution thereof in a Responsible Officer manner that is materially adverse to the interests of the Administrative Agent or the secretary or an assistant secretary of each Guarantor of (A) Lenders without the resolutions prior written consent of the Board Administrative Agent;
(xiii) letter of Directors credit applications or amendments to the Existing Letters of Credit, as applicable, and such other documents and instruments of transfer as the Administrative Agent and the Issuing Lender deem necessary to effectuate the deemed issuance of the Existing Letters of Credit hereunder; and
(xiv) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent or ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo Securities”), as applicable, shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderreceived:
(i) counterparts of this Agreement, a Note payable to Amendment executed by the order of each Lender in the amount of its CommitmentBorrowers, the Guaranties, the Pledge Agreement, the Security Agreements, Guarantor and Mortgages encumbering at least 80% (by value) all of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesLenders;
(ii) a favorable opinion Note executed by the applicable Borrowers in favor of each Lender requesting the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestsame;
(iii) copies, certified as a certificate of the date of this Agreement by a Responsible Officer of each Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the resolutions articles of incorporation (or similar formation document for any Foreign Borrower) of such Borrower and all amendments thereto, certified as of a recent date by the Board of Directors of applicable Governmental Authority (or by such Borrower in the Borrower approving the Loan Documents certificate delivered pursuant to which the Borrower Section 5.2(b)(ii), in any jurisdiction where a Governmental Authority certification is a partyneither customary nor available), (B) the certificate bylaws (or similar governing documents) of incorporation of such Borrower as in effect on the Borrowerdate hereof, (C) resolutions duly adopted by the bylaws board of directors or shareholders, as applicable, of such Borrower authorizing the Borrower transactions contemplated hereunder and (D) all other documents evidencing other necessary corporate action the execution, delivery and governmental approvals, if any, with respect to performance of this Agreement, the Note, Amendment and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, and (D) each certificate required to be delivered pursuant to Section 5.2(b)(iii);
(iv) certificates as of a recent date of the good standing (or similar certificate for any Foreign Borrower, if available in the applicable jurisdiction) of each Borrower under the laws of the jurisdiction of formation of such Borrower; and
(v) at least three (3) calendar days prior to the Amendment No. 10 Effective Date, all documentation and other information required by the Administrative Agent or any Lender, as applicable, in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, in each case, to the extent reasonably requested by the Administrative Agent or such Lender in writing at least ten (10) business days prior to the Amendment No. 10 Effective Date.
Appears in 1 contract
Sources: Five Year Revolving Credit Agreement (BlackRock Inc.)
Documentation. The Administrative Agent shall have received the following documents, each to be in form and substance satisfactory to Agent and its counsel:
(a) certificates evidencing Borrower's casualty insurance policies, together with endorsements naming Lender as loss payee and as mortgagee pursuant to a standard mortgagee clause, and certificates evidencing Borrower's liability insurance policies, together with endorsements naming Agent as a co-insured;
(b) copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Agent in the Collateral and evidence to Agent that such Liens constitute valid and perfected security interests and Liens, having the Lien priority specified in Section 4.3(b);
(c) on or prior to the Closing Date, landlord or warehouseman agreements with respect to all premises leased by Borrower, other than the premises located at 1028 Jackson, Morgan City, Louisiana and prior to sixty (▇▇) ▇▇▇s after the Closing Date, a landlord agreement for the premises located at 1028 Jackson, Morgan City, Louisiana;
(d) ▇ ▇▇▇▇ of the Articles of Incorporation of Borrower, and all amendments thereto, certified within fifteen (15) days before the Closing Date by the Secretary of State or other appropriate official of its jurisdiction of incorporation;
(e) a copy of the bylaws of Borrower, and all amendments thereto, certified as of the Closing Date by the Secretary of Borrower;
(f) good standing certificates for Borrower, issued within fifteen (15) days before the Closing Date by the Secretary of State or other appropriate official of Borrower's jurisdiction of incorporation and each jurisdiction where the conduct of Borrower's business activities or the ownership of its Properties necessitates qualification;
(g) a Closing Certificate signed by two (2) duly authorized senior officers of Borrower dated as of the Closing Date, stating that (i) the representations and warranties set forth in Section 7 are true and correct on and as of such date, (ii) Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement, and (iii) on such date no Default or Event of Default has occurred or is continuing;
(h) the Security Documents duly executed, accepted and acknowledged by or on behalf of each of the signatories thereto;
(i) the Other Agreements duly executed and delivered by all Borrower;
(j) the parties theretofavorable, written opinion of Andrew Becher, General Counsel of the Borrower, rega▇▇▇▇▇ ▇▇▇▇▇▇▇r, the Loan Documents and the transactions contemplated by the Loan Documents, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s Agent and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and scheduleslegal counsel;
(iik) duly executed agreements establishing the Dominion Account with a financial institution acceptable to Agent for the collection or servicing of the Accounts, or, at Agent's discretion, within thirty (30) days of the Closing Date;
(l) a favorable opinion copy certified by the Borrower as true, correct and complete of the Borrower’sParticipation Agreement dated November 8, its Subsidiaries’ and 2001, as amended, concerning the Guarantors’ counsel dated as Synthetic Lease financing of the date Gunnison Platform;
(m) the consent of Bank One, NA as Agent in connection with the Synthetic Lease financing of the Gunnison Platform to this Agreement and substantially Agreement.
(n) a Borrowing Base Certificate in the form of Exhibit W attached hereto, reflecting that Borrower has Eligible Accounts and Vessels in which Agent has a perfected first priority Lien, in amounts sufficient in value and amount to support the attached Exhibit K covering initial Revolving Loan in the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestamount requested by Borrower;
(iiio) copies, certified as a certificate regarding Equipment and Vessels signed by a duly authorized senior officer of Borrower dated the date hereof, reflecting the type, value and location of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower 's Equipment and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;Vessels; and
(ivp) certificates of a Responsible Officer of such other documents, instruments and agreements as Agent shall reasonably request in connection with the foregoing matters, including, without limitation, any items identified in the closing checklist delivered by Agent to Borrower certifying immediately prior to the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Closing Date.
Appears in 1 contract
Sources: Loan and Security Agreement (Cal Dive International Inc)
Documentation. The Administrative Agent Lender shall have received the following duly executed by all the parties theretoreceived, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreementits counsel, a Note payable to the order duly executed copy of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, this Agreement and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, together with such additional documents, instruments and certificates as Lender and its counsel shall require in connection therewith from time to time, all attached exhibits in form and schedulessubstance satisfactory to Lender and its counsel, including, without limitation, the following:
(A) Certified copies of Borrowers' casualty insurance policies, together with loss payable endorsements on Lender's standard form of Lender Loss Payee and Mortgagee Endorsement naming Lender as lender loss payee and/or mortgagee, as applicable, and certified copies of Borrowers' liability insurance policies, together with endorsements naming Lender as additional insured;
(B) Certified copies of (i) resolutions of each Borrower's board of directors authorizing the execution and delivery of this Agreement and the Loan Documents and the performance of all transactions contemplated hereby and thereby, (ii) a favorable opinion each Borrower's by-laws, and (iii) an incumbency certificate of each Borrower;
(C) A copy of the Articles or Certificate of Incorporation of each Borrower’s, and all amendments thereto, certified by the Secretary of State or other appropriate official of its Subsidiaries’ jurisdiction of incorporation;
(D) Good standing certificate for each Borrower, issued by the Secretary of State or other appropriate official of such Borrower's jurisdiction of incorporation and each jurisdiction where the Guarantors’ counsel conduct of such Borrower's business activities or the ownership of its Properties necessitates qualification;
(E) A closing certificate signed by the chief executive officer of each Borrower dated as of the date hereof, stating that (i) the representations and warranties set forth in Section 7 hereof are true and correct on and as of such date, (ii) such Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and substantially in the form (iii) on such date no Default or Event of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestDefault has occurred or is continuing;
(iiiF) copiesThe Security Documents duly executed, certified as accepted and acknowledged by or on behalf of each of the date signatories thereto;
(G) The Other Agreements duly executed and delivered by each Borrower;
(H) The favorable, written opinion of counsel to Borrowers as to the transactions contemplated by this Agreement by a Responsible Officer and any of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(ivI) Title insurance reports and commitments, surveys and flood plain certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyReal Property;
(vJ) copies, certified as Written instruction from Borrowers directing the application of proceeds of the date of initial Loans made pursuant to this Agreement by a Responsible Officer or and an initial Borrowing Base Certificate from Borrowers;
(K) Payoff agreement, mortgage satisfaction and UCC-3 termination statements from Borrowers' existing lender;
(L) UCC-1 financing statement, state and federal tax lien and judgment searches;
(M) Payment of all fees and expenses owing hereunder; and
(N) Such other documents, instruments and agreements as Lender shall reasonably request in connection with the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,foregoing matters.
Appears in 1 contract
Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Collateral Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, if requested by such Lender, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiariesthe Guarantors’ Proven Reserves and associated Oil and Gas Properties in connection therewith, and each the Indenture Intercreditor Agreement, assignments of the mortgages and deeds of trust in effect under the Existing Credit Agreement (other Loan Documentsthan the deed of trust encumbering the Oil and Gas Properties located in ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ County, Texas) necessary to effectuate, or reflect of public record, the Collateral Agent as the beneficiary or mortgagee, as applicable, under such mortgages and deeds of trust, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ ’s and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate or articles of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the partnership agreement, articles or certificate of incorporation, or certificate of formation (as applicable) and the limited liability company agreement, operating agreement, partnership agreement or bylaws (as applicable) of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party;
(vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party;
(vii) appropriate UCC‑1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral;
(viii) certificates evidencing the Equity Interests, if any, required in connection with the Pledge Agreements and powers executed in blank for each such certificate;
(ix) insurance certificates naming the Collateral Agent loss payee or as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and which is otherwise satisfactory to the Administrative Agent;
(x) certificates of good standing for the Borrower and the Guarantors in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not sooner than 14 days prior to the date of this Agreement and (B) otherwise effective on the Effective Date;
(xi) the initial Independent Engineer’s Report dated effective as of a date acceptable to the Administrative Agent;
(xii) a certificate dated as of the date of this Agreement from the Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower and each Guarantor set forth in the Loan Documents are true and correct in all material respects as of such date (except in the case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall be true and correct in all material respects as of such earlier date or time); (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; and
(xiii) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent may reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, each in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, Agreement and all attached exhibits Exhibits and schedulesSchedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ Revolving Notes and the Guarantors’ counsel dated as of Swing Line Note, if requested by the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestapplicable Lender;
(iii) copiesthe Guaranty executed by each Guarantor;
(iv) the Security Agreements executed by each Credit Party, certified as together with appropriate UCC-1 financing statements for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create an Acceptable Security Interest that is superior to all other Liens (other than Permitted Liens) in the Collateral described in the Security Agreements;
(v) the Pledge Agreement executed by each Credit Party that owns Equity Interests in another Person, together with stock powers executed in blank, UCC-1 financing statements, and any other documents, agreements, or instruments necessary to create an Acceptable Security Interest that is superior to all other Liens (other than Excepted Liens) in the Collateral described in the Pledge Agreement;
(vi) certificates of insurance issued by the date of this Agreement applicable insurance carriers covering the Borrower's and its Restricted Subsidiaries Properties, for such amounts and covering such risks that are contemplated by Section 5.3;
(vii) a certificate from a Responsible Officer of the Borrower dated as of the Effective Date stating that as of such date (A) the resolutions of the Board of Directors all representations and warranties of the Borrower approving the Loan Documents to which set forth in this Agreement are true and correct and (B) no Default has occurred and is continuing;
(viii) a certificate from a Financial Officer of the Borrower is certifying that, before and after giving effect to the Borrowings contemplated hereunder, the Borrower and each of its Restricted Subsidiaries, taken as a partywhole, are Solvent (assuming with respect to each Guarantor, that the fraudulent conveyance savings language and the contribution provisions contained in the Guaranty will be given full effect).
(ix) a secretary's certificate from Borrower and each Guarantor certifying such Person's (A) officers' incumbency, (B) the certificate of incorporation of the Borrowerauthorizing resolutions, (C) the bylaws of the Borrower Organization Documents, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Credit Documents to which the Borrower such Person is a party;
(vx) copies, certified as certificates of good standing for the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of Borrower and each Guarantor in each state in which such Person is organized or qualified to do business, which certificate shall be dated a date not sooner than thirty (30) days prior to the Effective Date;
(xi) a legal opinion of Fulbright & ▇▇▇▇▇▇▇▇, L.L.P. counsel to the Credit Parties; and
(Axii) such other documents, governmental certificates, agreements, and lien searches as the resolutions of the Board of Directors (Administrative Agent or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent Hedge Provider shall have received the following following, each of which shall be originals, or, at the discretion of the Hedge Provider, telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Transaction Party or other Person or Persons party thereto, dated on or before the Closing Date (or, in the case of government officials, a recent date before the Closing Date), and otherwise duly executed by all the parties thereto, each in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each LenderHedge Provider:
(i) this Agreement, a Note payable to duly executed and delivered by the order of each Lender in Counterparty and the amount of its Commitment, Guarantors;
(ii) the Guaranties, the Pledge ISDA Master Agreement, the ISDA Schedule and the ISDA Credit Support Annex, each duly executed and delivered by the Counterparty;
(iii) a Confirmation evidencing each initial Natural Gas Hedging Transaction to be entered into between the Hedge Provider and the Counterparty on or about the Closing Date, duly executed and delivered by the Counterparty;
(iv) the Security AgreementsAgreement, duly executed and Mortgages encumbering at least 80% (delivered by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, Counterparty and each of the other Loan DocumentsTransaction Parties, together with any other documents, agreements and all attached exhibits and schedules;
(ii) a favorable opinion of instruments necessary to create an Acceptable Security Interest in the Borrower’s, its Subsidiaries’ First Lien Collateral and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partySecond Lien Collateral described therein;
(v) copiesthe Pledge Agreement, certified as duly executed and delivered by the Parent and each of its Subsidiaries that has a Subsidiary, pledging to the Hedge Provider all of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions Equity Interests of the Board of Directors (or other applicable governing body) Domestic Subsidiaries of such Guarantor approving Transaction Party and 65% of the Loan Documents Equity Interest of the Foreign Subsidiaries of such Transaction Party, together with any other documents, agreements and instruments necessary to which it is a party,create an Acceptable Security Interest in such Equity Interest and the other Second Lien Collateral described therein;
Appears in 1 contract
Sources: Master Transaction Agreement (Total Gas & Electricity (PA) Inc)
Documentation. The Administrative Agent There shall have received been delivered to Buyer the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderfollowing:
(iA) this Agreement, a Note payable to the order The stock certificates of each Lender Seller representing the number of Shares set forth opposite such Seller's name on Exhibit A, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer; and (B) the amount promissory notes evidencing the Purchased Debt, duly endorsed in favor of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;or assigned to Buyer.
(ii) a favorable opinion A certificate dated the Closing Date, of each Seller confirming the matters set forth in Sections 5.3(a) and (b).
(iii) A certificate, dated the Closing Date, of the Borrower’sSecretary or Assistant Secretary of the Company certifying, its Subsidiaries’ among other things, that attached or 37 appended to such certificate (A) is a true and correct copy of the Guarantors’ counsel dated articles of incorporation and bylaws (or comparable instruments) of the Company, and all amendments if any thereto as of the date of this Agreement and substantially in thereof; (B) are the form names of the attached Exhibit K covering the matters discussed in such Exhibit directors and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as officers of the date Company; and (C) is a true copy of this Agreement all corporate actions taken by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving Company (which actions shall have been taken prior to the Loan Documents to which the Borrower is a party, (B) the certificate date of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to entering into this Agreement, ) to authorize the Note, and the other Loan Documents;Contemplated Transactions.
(iv) certificates The resignations, dated on or before the Closing Date, of a Responsible Officer each director and officer of the Borrower certifying the names Company and true signatures such trustees of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;Benefit Plans as may have been requested by Buyer.
(v) copiesA signed opinion of Sellers' counsel, certified dated the Closing Date, addressed to Buyer, substantially in the form of opinion annexed as Exhibit F hereto (the "Closing Opinion").
(vi) Copies of all Seller Required Consents and material Permits.
(vii) All notes and other evidence of Company Debt.
(viii) Possession and control of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions Assets of the Board Company (including all corporate books, bank accounts, records, documents, Leases and Contracts).
(ix) Title affidavits, forms and other documentation reasonably required in order to obtain the title insurance and survey described in Section 5.3(f).
(x) An executed estoppel certificate from the landlord under each Lease, substantially in the form of Directors Exhibit G hereto, provided that Sellers' failure to obtain such estoppel certificates after a good faith attempt to do so will not be a defense to Buyer's obligations to close the Contemplated Transactions.
(or other applicable governing bodyxi) Executed UCC-1 financing statements reasonably requested by Buyer in connection with the Merchandising Note and Security Agreement.
(xii) Executed UCC-1 financing statements reasonably requested by Buyer in connection with the Deed of such Guarantor approving the Loan Documents to which it is a party,Trust.
(xiii) Proof of posting of Worker Adjustment and Retraining Notification Act notices.
Appears in 1 contract
Documentation. The Administrative Agent Lender shall have received the following duly executed by all the parties theretodocuments, each to be in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderits counsel:
(iA) this AgreementThis Agreement and the Note, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (duly executed by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(iiB) a favorable The Security Agreement and any other Security Documents duly executed by Borrower;
(C) A legal opinion of the Alst▇▇ & ▇ird, counsel to Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the Exhibit "M" attached Exhibit K covering the matters discussed in such Exhibit hereto and such other matters as any Lender through the Administrative Agent may reasonably requestincorporated by reference herein;
(iiiD) copiesA Compliance Certificate in the form of Exhibit "K" attached hereto and incorporated by reference herein duly executed by an officer of Borrower;
(E) Certificates or policies of insurance evidencing compliance with the applicable provisions of this Agreement;
(F) A request for Advance pursuant to Section 9.4 hereof and a Borrowing Base Report;
(G) Certified copies of (a) Borrower's casualty insurance policies, together with loss payable endorsements on Lender's standard form of loss payee endorsement naming Lender as loss payee, and (b) Borrower's liability insurance policies, together with endorsements naming Lender as a co-insured;
(H) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Lender in the Collateral and evidence in a form acceptable to Lender that such Liens constitute valid and perfected security interests and Liens, having the Lien priority specified in Section 4.2(B) hereof;
(I) A copy of the Articles or Certificate of Incorporation of Borrower, and all amendments thereto, certified as by the Secretary of State or other appropriate official of its jurisdiction of incorporation and a copy of the date Bylaws of this Agreement Borrower, each certified by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation Secretary of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,
Appears in 1 contract
Sources: Loan Agreement (Friedmans Inc)
Documentation. The On or before the Effective Date, the Administrative Agent shall have received the following duly executed by all the applicable parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, and where applicable, in sufficient copies for each Lender:
(i) this AgreementAgreement and all its attached Exhibits and Schedules;
(ii) if requested by any Lender, a Note payable to the order of each such Lender in the amount of its Commitment;
(iii) amendments to the Security Documents including, the Guarantieswithout limitation, (A) the Pledge Agreement, (B) the Security AgreementsAgreement, and (C) the Mortgages encumbering at least 80% requested by the Administrative Agent;
(by valueiv) the Guaranty;
(v) stock certificates or, to the extent applicable under the applicable Person’s organizational documents, membership or partnership interest certificates required in connection with the Pledge Agreement and stock powers or other transfer documents for each such certificate endorsed in blank to the Administrative Agent;
(vi) appropriate UCC-1 or UCC-3 Financing Statements, if any, covering the Collateral for filing with the appropriate authorities;
(vii) a certificate dated as of the Borrower’s Effective Date from a Responsible Officer stating that (A) all representations and its Subsidiaries’ Proven Reserves and Oil and Gas Properties warranties of the Borrower set forth in connection therewith, this Agreement and each of the other Loan Documents, Credit Documents to which it is a party are true and correct in all attached exhibits material respects; and schedules(B) no Default has occurred and is continuing;
(iiviii) a favorable opinion certificates of insurance naming the Borrower’sAdministrative Agent as loss payee or additional insured, its Subsidiaries’ and as applicable, evidencing insurance which meets the Guarantors’ counsel dated as of the date requirements of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestSecurity Documents;
(iiiix) copies, certified an omnibus certificate of the secretary or assistant secretary of the Ultimate General Partner certifying as of the date of this Agreement by a Responsible Officer Effective Date (A) the existence of the Borrower Borrower, the General Partner, the Ultimate General Partner and each Guarantor, (B) the organizational documents of the Borrower, the General Partner, the Ultimate General Partner and each Guarantor, (AC) the resolutions of the Board of Directors governing body of the Borrower Ultimate General Partner or such Guarantor, as applicable, approving this Agreement and the Loan other Credit Documents to which the Borrower or such Guarantor is a party, (B) and the certificate of incorporation of the Borrowerrelated transactions, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalscorporate, partnership or limited liability company action, if any, with respect to this Agreement, the Note, Agreement and the other Loan DocumentsCredit Documents executed and delivered on or before the date hereof;
(ivx) certificates an omnibus certificate of a Responsible Officer Secretary or an Assistant Secretary of the Borrower Ultimate General Partner dated as of the Effective Date certifying the names and true signatures of (A) the officers of the Borrower Ultimate General Partner authorized to sign this Agreement, the NotesNotes (if any), the Notices of Borrowing, Notices of Conversion or Continuation, Borrowing and the other Loan Credit Documents on behalf of the General Partner in its capacity as general partner of the Borrower, and (B) the officers of each Guarantor authorized to sign the Credit Documents to which the Borrower such Guarantor is a partyparty on behalf of such Guarantor;
(vxi) copiescertificates of good standing, certified as existence, and authority for the Borrower, the General Partner, the Ultimate General Partner, and each of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of Guarantors from each Guarantor of (A) the resolutions states in which the Borrower, the General Partner, the Ultimate General Partner, and each of the Board Guarantors is organized and (B) the jurisdictions in which a Mortgage has been filed with respect to such Person’s real property to the extent such Person is required to be qualified in such jurisdiction;
(xii) results of Directors lien and tax searches of the UCC Records of the Secretary of State of jurisdictions selected by the Administrative Agent and reflecting no Liens (other than Permitted Liens) against any of the Collateral other than in favor of the Administrative Agent;
(xiii) favorable opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., outside Texas counsel to the Borrower, and (B) local counsel in Kansas, New Mexico, Oklahoma and Wyoming reasonably acceptable to the Administrative Agent and the Borrower with respect to 52 ▇▇▇▇▇ Energy Partners, L.P. 3rd Amended/Restated Credit Agreement Mortgages filed in such jurisdiction as amended and supplemented through the Effective Date, in each case dated as of the Effective Date and in a form reasonably acceptable to Administrative Agent and covering the Borrower and the Guarantors, or the mortgagor under such Mortgage, as applicable; provided, to the extent such opinions of local counsel are not delivered on the Effective Date, the Borrower shall deliver such opinions of local counsel within fifteen days after the Effective Date (or such later date as the Administrative Agent may determine);
(xiv) the Financial Statements and the other applicable governing bodyfinancial statements or information described in Section 4.05; and
(xv) of such Guarantor approving other documents and agreements as the Loan Documents to which it is a party,Administrative Agent may reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent shall have received (a) At or prior to the closing of this transaction, Borrower must deliver the following duly documents and other items, executed by and acknowledged as appropriate, all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
Bank: (i) this Agreement; (ii) the Note; (iii) the Deed of Trust; (iv) a UCC-1 Financing Statement perfecting a first-position lien on all personal property collateral that is perfected by filing; (v) a Security Agreement (Deposit Account) executed by Borrower, in favor of Bank pledging the proceeds of the Deposit Account (defined below) to Bank as additional security of Borrower's obligations hereunder; (vi) an ALTA title insurance policy insuring Bank that the Deed of Trust constitutes a valid and enforceable lien on the Property subject and subordinate only to such liens or other matters as Bank has approved in writing; (vii) if requested, an ALTA/ASCM survey of the Real Property and the improvements thereon certified to Bank; (viii) if the Deed of Trust is to be junior to any other lien or deed of trust on the Property, a Note payable to Beneficiary's Statement from the order holder of each Lender such prior lien or deed of trust; (ix) evidence of the casualty and other insurance coverage as required under this Agreement or otherwise by Bank in writing; (x) evidence of Borrower's due formation and good standing, as well as due authorization and execution of the Loan Documents; (xi) a loan fee in the amount of its CommitmentForty-Eight Thousand Two Hundred Sixty-Two and 50/100 Dollars ($48,262.50); (xii) an Environmental Questionnaire prepared and certified by Borrower, and, if Bank requires, an environmental survey of the GuarantiesProperty prepared by an environmental consultant satisfactory to Bank; and (xv) such other documents, the Pledge Agreementproperty information and other assurances as Bank may reasonably require.
(b) At or prior to execution of any Swaps, the Security AgreementsBorrower must execute, as applicable, and Mortgages encumbering at least 80% deliver the following documents and other items, all in form and substance satisfactory to Bank: (i) Master Agreement in the form published by value) ISDA and related Schedule substantially in the forms of the Borrower’s Exhibits A and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
B hereto; (ii) a favorable opinion of confirmation under the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
foregoing; (iii) copiesif Borrower is anything other than a natural person, certified as evidence of due authorization and execution of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower foregoing; and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates such other documents, agreements and instruments as Bank may require to evidence satisfaction of a Responsible Officer conditions contained in any of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,foregoing.
Appears in 1 contract
Sources: Standing Loan Agreement (Point 360)
Documentation. The Administrative Agent Lender shall have received the following duly executed by documents, or provision of this Agreement or any of the other Agreements, all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderits counsel:
(iA) this AgreementCertified copies of Borrower's casualty insurance policies, together with loss payable endorsements on Lender's standard form of loss payee endorsement naming Lender as loss payee, and certified copies of Borrower's liability insurance policies, together with endorsements naming Lender as a Note payable co- insured;
(B) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the order Liens of each Lender in the Collateral and evidence in a form acceptable to Lender that such Liens constitute valid and perfected security interests and Liens, having the Lien priority specified in Section 4.2(B) hereof;
(C) Landlord or warehouseman agreements with respect to all premises leased by Borrower or upon which Borrower's goods are stored; provided, however, if a satisfactory landlord or warehouseman agreement is not received by Lender with respect to any premises leased by Borrower, then an amount equal to the total rental for the remaining lease term for such premises shall be deducted as a reserve from the amount of its Commitmentthe Borrowing Base; provided, that Lender may delete as a further reserve from the GuarantiesBorrowing Base such additional amount as Lender deems proper and necessary, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) based upon Lender's analysis of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each terms of the lease or warehouseman agreement or other Loan Documentsagreement regarding such premises upon which Borrower's goods are stored;
(D) A copy of the Articles or Certificate of Incorporation of Borrower, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copiesamendments thereto, certified as by the Secretary of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (State or other applicable governing body) appropriate official of such Guarantor approving the Loan Documents to which it is a party,its jurisdiction of incorporation;
Appears in 1 contract
Sources: Loan and Security Agreement (Red Man Pipe & Supply Co)
Documentation. The Administrative Agent or ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo Securities”), as applicable, shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderreceived:
(i) counterparts of this AgreementAmendment executed by the Borrowers, a Note payable the Guarantors, each Extending Revolving Credit Lender, each Extending USD Revolving Credit Lender, Lenders constituting the required percentage of Lenders to affect the order of each Lender Maturity Extension, Lenders participating in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, Increase and each of the other Loan Documents, Swingline Lender and all attached exhibits and schedulesIssuing Lender;
(ii) a favorable opinion Note executed by the applicable Borrowers in favor of each Joining ▇▇▇▇▇▇ requesting the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestsame;
(iii) copies, certified as a certificate of the date of this Agreement by a Responsible Officer of each Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the resolutions articles of incorporation (or similar formation document for any Foreign Borrower) of such Borrower and all amendments thereto, certified as of a recent date by the applicable Governmental Authority (or by such Borrower in the certificate delivered pursuant to Section 5.2(b)(ii) of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower Credit Agreement, in any jurisdiction where a Governmental Authority certification is a partyneither customary nor available), (B) the certificate bylaws (or similar governing documents) of incorporation of such Borrower as in effect on the Borrowerdate hereof, (C) resolutions duly adopted by the bylaws board of directors or shareholders, as applicable, of such Borrower authorizing the Borrower transactions contemplated hereunder and (D) all other documents evidencing other necessary corporate action the execution, delivery and governmental approvals, if any, with respect to performance of this Agreement, the Note, Amendment and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, and (D) each certificate required to be delivered pursuant to Section 4(a)(iv) of this Amendment;
(iv) the certificates as of a recent date of the good standing (or similar certificate for any Foreign Borrower, if available in the applicable jurisdiction) of each Borrower under the laws of the jurisdiction of formation of such Borrower;
(v) the certificates required pursuant to Sections 2.7 and 2.10(g) of the Existing Credit Agreement; and
(vi) at least three (3) calendar days prior to the Amendment No. 15 Effective Date, all documentation and other information required by the Administrative Agent or any Lender, as applicable, in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and Beneficial Ownership Regulations, in each case, to the extent reasonably requested by the Administrative Agent or such Lender in writing at least ten (10) Business Days prior to the Amendment No. 15 Effective Date.
Appears in 1 contract
Sources: Five Year Revolving Credit Agreement (BlackRock Inc.)
Documentation. The Administrative Agent Lender shall have received the following duly executed by all the parties theretodocuments, each to be in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderits counsel:
(iA) this Agreement, a Note payable to the order Certified copies of each Borrower's casualty insurance policies, together with loss payable endorsements on Lender's standard form of loss payee endorsement naming Lender as loss payee, and certified copies of each Borrower's liability insurance policies, together with endorsements naming Lender as a co-insured;
(B) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing under the Uniform Commercial Code in applicable jurisdictions necessary to perfect the Liens of Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security AgreementsCollateral, and Mortgages encumbering at least 80% the Liens of Lender in the collateral granted to Lender pursuant to each Subsidiary Security Agreement which Liens are subject to the Uniform Commercial Code, and evidence in a form acceptable to Lender that such Liens constitute valid and perfected security interests and Liens, having the Lien priority specified in Section 4.2(B) hereof;
(by valueC) A copy of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, Certificate of Incorporation of each Borrower and each of the other Loan DocumentsGuarantor, and all attached exhibits amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation and schedulesa true and accurate copy of the By-Laws of each Borrower and each Guarantor in effect as of the Closing Date, certified by such corporation's secretary;
(iiD) Good standing certificates for each Borrower and each Guarantor, issued by the Secretary of State or other appropriate official of each Borrower's or such Guarantor's jurisdiction of incorporation and each jurisdiction where such Borrower or such Guarantor is qualified as a favorable opinion foreign corporation;
(E) A closing certificate signed by the President and Chief Financial Officer of the Borrower’s, its Subsidiaries’ each Borrower and the Guarantors’ counsel each Guarantor dated as of the Closing Date, stating that (i) the representations and warranties set forth in Section 8 hereof are true and correct in all material respects on and as of such date, (ii) each Borrower is on such date of in compliance in all material respects with all the terms and provisions set forth in this Agreement and (iii) on such date no Default or Event of Default has occurred or is continuing;
(F) Landlord waivers or access agreements duly executed, accepted and acknowledged by or on behalf of each of the landlords with respect to locations where a material amount of Collateral is located;
(G) The Other Agreements duly executed and delivered by each required signatory thereto;
(H) the favorable written opinion of (i) ▇'▇▇▇▇▇▇▇▇ Graev & Karabell, counsel to Borrowers, substantially in the form of Exhibit 10.1(I)(i), (ii) ▇▇▇▇ & Sharp and (iii) ▇▇▇▇▇▇▇▇▇▇, Keen & ▇▇▇▇▇▇▇.
(I) Written instructions from Borrowing Agent on behalf of Borrowers directing the attached Exhibit K covering application of proceeds of any Loan to be made pursuant to this Agreement on the matters discussed Closing Date, and an initial Borrowing Base Certificate from Borrowers reflecting that Borrowers have Eligible Accounts and Inventory in amounts sufficient in value and amount to support Revolving Credit Loans in the amount requested by Borrowers on the date of such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestcertificate;
(iiiJ) copies, certified as Duly executed agreements from each Borrower establishing the Dominion Account for the collection or servicing of the date Accounts;
(K) Copies of any and all domestic and foreign governmental consents, authorizations, orders or approvals necessary to permit the effectuation of the transactions contemplated by this Agreement by a Responsible Officer and the Other Agreements and such consents and waivers of third parties that have claims against the Collateral, as Lender and its counsel shall reasonably deem necessary;
(L) Copies of the Borrower of (A) the resolutions in form and substance reasonably satisfactory to it, of the Board of Directors of each Borrower authorizing the Borrower approving the Loan Documents to which the Borrower is a partyexecution, (B) the certificate delivery and performance of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteLoans, Notes, and the other Loan DocumentsOther Agreements on behalf of each Borrower which is a party thereto;
(ivM) certificates Evidence reasonably satisfactory to Lender that (i) no litigation, investigation or proceeding before or by any arbitrator or governmental authority shall be continuing or threatened against any Guarantor or any Borrower or against the officers or directors of a Responsible Officer any Guarantor or any Borrower (A) in connection with the Loan Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of Lender, is deemed material or (B) which could reasonably be expected to have a Material Adverse Effect on any Borrower; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to any Borrower certifying or the names and true signatures conduct of its business or inconsistent with the due consummation of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partytransactions contemplated hereby shall have been issued by any governmental authority;
(vN) copiesAny Borrower shall have discharged, certified as of or simultaneously with (or from the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (Aproceeds of) the resolutions initial Revolving Credit Loan and Term Loan shall discharge, all of the Board of Directors its obligations under its existing financing arrangements with Prior Lender, including, without limitation, costs, fees and expenses in connection therewith; and
(or O) Such other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,documents, instruments and agreements as Lender may reasonably request.
Appears in 1 contract
Documentation. The On or before the day on which the initial Borrowing is made or the initial Letter of Credit is issued, the Administrative Agent and the Lenders shall have received the following following, each dated on or before such day, duly executed by all the parties thereto, to the extent applicable, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, Agreement and all attached Exhibits and Schedules;
(ii) any Note requested by a Note Lender pursuant to Section 2.2(g) payable to the order of each such requesting Lender in the amount of its Commitment;
(iii) certificates from the appropriate Governmental Authority certifying as to the good standing, the Guaranties, the Pledge Agreement, the Security Agreements, existence and Mortgages encumbering at least 80% (by value) authority of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and Credit Parties in all attached exhibits and schedulesjurisdictions where required by the Administrative Agent;
(iiiv) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel certificate dated as of the date Closing Date from a Responsible Officer stating that (A) all representations and warranties of such Person set forth in this Agreement and substantially in the form of other Credit Documents to which it is a party are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the attached Exhibit K covering the matters discussed conditions in such Exhibit and such other matters as any Lender through this Section 3.1 have been met (assuming that the Administrative Agent may reasonably requestand the Lenders have completed their due diligence review as required by Section 3.1(b) and assuming the Administrative Agent and the Lenders are satisfied with all items that have been delivered by the Borrower and its Subsidiaries pursuant to this Section 3.1);
(iiiv) copies, certified as of the date of this Agreement Closing Date by a Responsible Officer Secretary or an Assistant Secretary of the Borrower appropriate Person of (A) the resolutions of the Board of Directors of the Borrower each Credit Party approving the Loan Credit Documents to which the Borrower it is a partyparty and the transactions contemplated thereby, (B) the certificate organizational documents of incorporation of the Borrowereach Credit Party, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, Agreement and the other Loan Credit Documents;
(ivvi) certificates of a Responsible Officer Secretary or an Assistant Secretary of each of the Borrower Credit Parties certifying as of the Closing Date the names and true signatures of the officers of the Borrower Credit Parties authorized to sign this Agreement, the Notes, Notices Notice of Borrowing, Notices of Conversion or Continuation, Borrowing and the other Loan Credit Documents to which the Borrower is such Credit Parties are a party;
(vvii) copies, certified a favorable opinion dated as of the date Closing Date of this Agreement ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent;
(viii) a favorable opinion dated as of the Closing Date of ▇▇▇▇ ▇. ▇▇▇▇▇▇, III, general counsel to MII and the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent;
(ix) a certificate from the Chief Financial Officer of MII dated as of the Closing Date addressed to the Administrative Agent and each of the Lenders, which shall be in form and in substance reasonably satisfactory to the Administrative Agent, regarding the matters set forth in Section 4.22;
(x) a certificate from the Chief Financial Officer of MII addressed to the Administrative Agent and each of the Lenders, which shall be in form and in substance reasonably satisfactory to the Administrative Agent and shall reaffirm that as of the Closing Date the projections prepared by the Borrower and included in the Confidential Information Memorandum dated November 2003 that was delivered to the Administrative Agent and the Lenders prior to the Closing Date have been prepared based upon the assumptions generally stated therein and the best information reasonably available to such officer at the time such projections were made, shall describe any material changes in such information prior to the Closing Date and state that such changes would not, individually or in the aggregate, reasonably be expected to cause a Responsible Officer or the secretary or an assistant secretary Material Adverse Change to occur;
(xi) copies of each Guarantor of promissory note evidencing Intercompany Debt, if any;
(Axii) the resolutions acknowledgment from CT Corporation System as of the Board of Directors Closing Date with respect to its irrevocable appointment by each Credit Party pursuant to Section 11.12(b); and
(xiii) such other documents, governmental certificates and agreements as the Administrative Agent or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.
Appears in 1 contract
Sources: Revolving Credit Agreement (McDermott International Inc)
Documentation. The Administrative Agent effectiveness of this Agreement is subject to the conditions precedent that the Lender shall have received the following received:
(a) This Agreement, duly executed by all the parties theretoBorrower;
(b) The Revolving Note, in the form attached hereto as Exhibit A, duly executed by the Borrower
(c) The Guaranties executed by ▇▇▇▇▇▇ and substance satisfactory to Holdings;
(d) The Security Agreements, duly executed by the Administrative Agent, Borrower and Holdings;
(e) The Pledge Agreement executed by Holdings;
(f) The Landlord Waiver duly executed by BioStart Properties LLC and Borrower;
(g) Form U-1 executed by the Issuing Lender and the Lenders, and, where applicable, Borrower;
(h) Stock Power executed in sufficient copies for each Lender:blank by Holdings;
(i) this AgreementEvidence of insurance required to be maintained under the Loan Documents, a Note payable to naming the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% as loss payee;
(by valuej) Lender shall have received copies of the Borrower’s and Holdings’ articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesSecretary or Assistant Secretary;
(iik) a favorable opinion the Lender shall have received copies of resolutions of Borrower’s and Holding’s authorizing the Borrower’sexecution, its Subsidiaries’ delivery and the Guarantors’ counsel dated as of the date performance of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower it is a partyparty and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Borrower’s and Holdings’ behalf, all certified in each instance by its Secretary or Assistant Secretary;
(vl) copies, certified as the Lender shall have received copies of the date certificates of this Agreement by a Responsible Officer or good standing for each of the Borrower and Holdings (dated no earlier than 30 days prior to the Closing Date) from the office of the secretary of the state of its incorporation or an assistant secretary organization and of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to state in which it is qualified to do business as a party,foreign corporation or organization;
(m) A Certificate of No Default certifying the absence of defaults by the Borrower and Holdings under the Credit Agreement, executed and certified by the an authorized officer of the Borrower and Holdings;
(n) Such other documents as the Lender may reasonably request.
Appears in 1 contract
Sources: Business Loan Agreement (Advanced Life Sciences Holdings, Inc.)
Documentation. The Administrative Agent Borrower shall have received delivered or shall have caused ------------- to be delivered to the Lender each of the following (which, if not in the English language, shall be accompanied by an English translation thereof):
(a) A duly executed by counterpart of this Agreement;
(b) A duly executed original of each of the Notes;
(c) A certificate of the relevant local land registrar of a recent date showing the Collateral to be free of any and all Liens (the parties thereto"Lien ---- Certificate"); -----------
(d) A certified copy of the executed Intercompany Agreement;
(e) A certified copy of the Deed of Guaranty;
(f) A certified copy of a notarial deed of mortgage (the "Deed of ------- Mortgage") registered on the Land and the Constructions in form and substance -------- satisfactory to Lender and its counsel (the "Deed of Mortgage"); ----------------
(h) A duly executed original of each of the other Security Documents, each in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:its counsel;
(i) this AgreementEvidence that all documents (including, without limitation, Uniform Commercial Code or other financing statements) required or advisable to be obtained, filed, registered or recorded in order to create, in favor of the Lender, a Note payable perfected Lien with a priority acceptable to the order of Lender on the Collateral shall have been properly obtained, filed, registered or recorded in each Lender office in the amount of its Commitmenteach jurisdiction in which such filings, the Guaranties, the Pledge Agreement, the Security Agreements, registrations and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesrecordations are required;
(iij) a favorable opinion of Such credit applications, financial statements, authorizations and such information concerning the Borrower’s, its Subsidiaries’ PixTech S.A. and the Guarantors’ counsel dated as of the date of this Agreement their respective businesses, operations and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit condition (financial and such other matters otherwise) as any Lender through the Administrative Agent may reasonably request;
(iiik) copies, certified as Certified copies of resolutions of the date Boards of this Agreement by a Responsible Officer Directors of the Borrower and PixTech S.A. approving the execution, delivery and performance of (A) the resolutions Loan Documents to which such Person is a party, including without limitation with respect to PixTech S.A., certified copies of minutes of the Board of Directors of approving in advance the Borrower approving loan contemplated in the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Intercompany Agreement, the Notemortgage by way of "caution hypothecaire" to be registered for an amount of FF 1OM on the Collateral contemplated in the Deed of Mortgage, and granting full authority to any person of Lender's choice, with the other Loan Documentspower of such person to substitute any third party at his or her option, to execute the Deed of Mortgage in favor of the Lender of the Collateral for an amount of FF 1OM (if the documents provided under this Section are not in the English language, the accompanying English translation shall be certified as to accuracy and completeness by counsel to the Borrower or PixTech S.A., as the case may be);
(ivl) A certificate or certificates of a Responsible Officer the Secretary, Assistant Secretary or other appropriate officer of each of the Borrower Borrowers and PixTech S.A. certifying the names and true signatures of the officers of the Borrower such Person authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower such Person is a party;
(vm) copiesA copy of the Certificate of Incorporation or similar organizational document of the Borrower and PixTech S.A., certified by the Secretary of State or other official of the state or jurisdiction of incorporation of such Person as of a recent date;
(n) A copy of the Articles of Incorporation and Bylaws or other similar organizational documents of the Borrower and PixTech S.A., certified by the Secretary, Assistant Secretary or other appropriate officer of such Person as of the Funding Date as being accurate and complete;
(o) A certificate of authority and good standing as of a recent date for the Borrower from the Secretary of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions State of the Board State of Directors Delaware and for PixTech S.A. from the appropriate official of its jurisdiction of incorporation;
(or other applicable governing bodyp) Certificates of all insurance policies covering any tangible asset which may be included in the Collateral, including without limitation such Guarantor approving policies as are required to * Confidential Treatment Requested be carried by the Borrower and PixTech S.A. pursuant to the terms of the Loan Documents Documents, showing the Lender named as loss payee or named insured, as applicable, thereunder; and
(q) Opinions of counsel for the Borrower and PixTech S.A. in form and substance satisfactory to which it is a party,the Lender and its counsel.
Appears in 1 contract
Sources: Credit Agreement (Pixtech Inc /De/)
Documentation. The On or before the Effective Date, the Administrative Agent shall have received the following duly executed by all the applicable parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, and where applicable, in sufficient copies for each Lender:
(i) this AgreementAgreement and all its attached Exhibits and Schedules;
(ii) if requested by any Lender, a Note payable to the order of each such Lender in the amount of its Commitment;
(iii) amendments to the Security Documents including, the Guarantieswithout limitation, (A) the Pledge Agreement, (B) the Security AgreementsAgreement, and (C) the Mortgages encumbering at least 80% requested by the Administrative Agent;
(by valueiv) the Guaranty;
(v) stock certificates or, to the extent applicable under the applicable Person’s organizational documents, membership or partnership interest certificates required in connection with the Pledge Agreement and stock powers or other transfer documents for each such certificate endorsed in blank to the Administrative Agent;
(vi) appropriate UCC-1 or UCC-3 Financing Statements, if any, covering the Collateral for filing with the appropriate authorities;
(vii) a certificate dated as of the Borrower’s Effective Date from a Responsible Officer stating that (A) all representations and its Subsidiaries’ Proven Reserves and Oil and Gas Properties warranties of the Borrower set forth in connection therewith, this Agreement and each of the other Loan Documents, Credit Documents to which it is a party are true and correct in all attached exhibits material respects; and schedules(B) no Default has occurred and is continuing;
(iiviii) a favorable opinion certificates of insurance naming the Borrower’sAdministrative Agent as loss payee or additional insured, its Subsidiaries’ and as applicable, evidencing insurance which meets the Guarantors’ counsel dated as of the date requirements of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestSecurity Documents;
(iiiix) copies, certified an omnibus certificate of the secretary or assistant secretary of the Ultimate General Partner certifying as of the date of this Agreement by a Responsible Officer Effective Date (A) the existence of the Borrower Borrower, the General Partner, the Ultimate General Partner and each Guarantor, (B) the organizational documents of the Borrower, the General Partner, the Ultimate General Partner and each Guarantor, (AC) the resolutions of the Board of Directors governing body of the Borrower Ultimate General Partner or such Guarantor, as applicable, approving this Agreement and the Loan other Credit Documents to which the Borrower or such Guarantor is a party, (B) and the certificate of incorporation of the Borrowerrelated transactions, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalscorporate, partnership or limited liability company action, if any, with respect to this Agreement, the Note, Agreement and the other Loan Documents;Credit Documents executed and delivered on or before the date hereof; 3rd Amended/Restated Credit Agreement
(ivx) certificates an omnibus certificate of a Responsible Officer Secretary or an Assistant Secretary of the Borrower Ultimate General Partner dated as of the Effective Date certifying the names and true signatures of (A) the officers of the Borrower Ultimate General Partner authorized to sign this Agreement, the NotesNotes (if any), the Notices of Borrowing, Notices of Conversion or Continuation, Borrowing and the other Loan Credit Documents on behalf of the General Partner in its capacity as general partner of the Borrower, and (B) the officers of each Guarantor authorized to sign the Credit Documents to which the Borrower such Guarantor is a partyparty on behalf of such Guarantor;
(vxi) copiescertificates of good standing, certified as existence, and authority for the Borrower, the General Partner, the Ultimate General Partner, and each of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of Guarantors from each Guarantor of (A) the resolutions states in which the Borrower, the General Partner, the Ultimate General Partner, and each of the Board Guarantors is organized and (B) the jurisdictions in which a Mortgage has been filed with respect to such Person’s real property to the extent such Person is required to be qualified in such jurisdiction;
(xii) results of Directors lien and tax searches of the UCC Records of the Secretary of State of jurisdictions selected by the Administrative Agent and reflecting no Liens (other than Permitted Liens) against any of the Collateral other than in favor of the Administrative Agent;
(xiii) favorable opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., outside Texas counsel to the Borrower, and (B) local counsel in Kansas, New Mexico, Oklahoma and Wyoming reasonably acceptable to the Administrative Agent and the Borrower with respect to Mortgages filed in such jurisdiction as amended and supplemented through the Effective Date, in each case dated as of the Effective Date and in a form reasonably acceptable to Administrative Agent and covering the Borrower and the Guarantors, or the mortgagor under such Mortgage, as applicable; provided, to the extent such opinions of local counsel are not delivered on the Effective Date, the Borrower shall deliver such opinions of local counsel within fifteen days after the Effective Date (or such later date as the Administrative Agent may determine);
(xiv) the Financial Statements and the other applicable governing bodyfinancial statements or information described in Section 4.05; and
(xv) of such Guarantor approving other documents and agreements as the Loan Documents to which it is a party,Administrative Agent may reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent shall have received on or prior to the following duly executed Amendment Effective Date each of the following, each dated the Amendment Effective Date unless otherwise indicated or agreed to by all the parties theretoAdministrative Agent, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to Amendment No. 1 executed by the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, Borrowers and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesHoldings;
(ii) the Consent and Agreement in the form attached hereto as Exhibit A, executed by each of the Guarantors;
(iii) Acknowledgment and Consents, in the form set forth hereto as Exhibit B (each, a "Lender Consent"), executed by the Lenders constituting the Requisite Lenders;
(iv) a certificate of a Responsible Officer of each Borrower certifying that both before and after giving effect to this Amendment No. 1:
(A) the representations and warranties set forth in Article IV (Representations and Warranties) of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date and except that the representations and warranties made in Section 4.12 (Environmental Matters) of the Credit Agreement shall be true and correct in all material respects except for any exceptions thereto that would not be reasonably expected to result in Environmental Liabilities and Costs that would have a Material Adverse Effect; and
(B) no Default or Event of Default shall have occurred and be continuing.
(v) a favorable opinion of counsel to the Borrower’sLoan Parties in form and substance satisfactory to the Administrative Agent, its Subsidiaries’ in each case addressed to the Administrative Agent and the Guarantors’ counsel dated as of the date of this Agreement Lenders and substantially in the form of the attached Exhibit K covering the matters discussed in addressing such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;request but in any event including an opinion that the consummation of the transactions contemplated by this Amendment do not conflict with any material Contractual Obligations of the Domestic Loan Parties; and
(iiivi) copies, certified such additional documentation as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Administrative Agent may reasonably require.
Appears in 1 contract
Documentation. The Administrative Agent Bank shall have received the following duly executed by all the parties theretoreceived, in form and substance satisfactory to Bank, each of the Administrative Agentfollowing, duly executed by the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:parties thereto: fb.us.7363807.04
(i) this This Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;.
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;The Revolving Note.
(iii) copiesThe Security Agreement between Borrowers and Bank.
(iv) The Standby Letter of Credit Agreements.
(v) The Commercial Letter of Credit Agreements.
(vi) Financing statements with respect to each Borrower to be filed in each jurisdiction which, certified as in the opinion of Bank, is reasonably necessary to perfect the security interests and liens created by the Security Agreement, to the extent such security interests and liens can be perfected by filing.
(vii) Current searches of appropriate filing offices in the jurisdiction in which the Borrowers are organized, has an office or otherwise conducts business (including but not limited to patent and trademark offices, secretaries of state and county recorders) showing that no state or federal tax liens have been filed and remain in effect against Borrower, and that no financing statements or other notifications or filings have been filed and remain in effect against Borrower, other than those for which Bank has received an appropriate release, termination or satisfaction or those permitted in accordance with this Agreement.
(viii) Certificate of the date secretary or other appropriate officer of this Agreement by a Responsible Officer of the each Borrower of (A) certifying that the resolutions execution, delivery and performance of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteRevolving Note and other documents contemplated hereunder to which such Borrower is a party have been duly approved by all necessary action of the board of directors of such Borrower, and the other Loan Documents;
(iv) certificates of a Responsible Officer attaching true and correct copies of the Borrower applicable resolutions granting such approval, and (B) certifying that attached to such certificate are true and correct copies of such Borrower’s articles of incorporation and bylaws, together with such copies, together with a certification of the names and true signatures of the officers of the such Borrower that are authorized to sign this Agreement, the NotesRevolving Note and other documents contemplated hereunder, Notices together with the true signatures of Borrowing, Notices such officers. Bank may conclusively rely on such certificate until Bank receives a further certificate of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) such Borrower canceling or amending the resolutions prior certificate and submitting the signatures of the Board officers named in such further certificate.
(ix) A certificate of Directors good standing for each Borrower from the Secretary of State (or other applicable governing bodythe appropriate official) of the state of formation of such Guarantor approving Borrower, dated not more than 30 days prior to the Loan Documents to which it is a party,Closing Date.
(x) Such other documents as Bank may require under any other section of this Agreement.
Appears in 1 contract
Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesrequesting a Note;
(ii) a favorable opinion the Guaranty executed by all Wholly-Owned Domestic Restricted Subsidiaries of the Borrower’s, its Subsidiaries’ and Borrower existing on the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestEffective Date;
(iii) copiesthe Security Agreement executed by each Credit Party, certified together with appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in the Security Agreement;
(iv) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Credit Party’s Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(v) a certificate from an authorized officer of the Borrower dated as of the Effective Date stating that as of such date of this Agreement by a Responsible Officer (A) all representations and warranties of the Borrower of set forth in this Agreement are true and correct in all material respects (A) except to the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower extent that such representation is a partyqualified by materiality), (B) the no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met;
(vi) a secretary’s certificate of incorporation of the Borrowerfrom each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) the bylaws of the Borrower organizational documents, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Credit Documents to which the Borrower such Person is a party;
(vvii) copiescertificates of good standing for each Credit Party in each state in which each such Person is organized or qualified to do business, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of which certificate shall be (A) dated a date not earlier than 30 days prior to Effective Date or (B) otherwise effective on the resolutions Effective Date;
(viii) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP as outside counsel to the Board of Directors Credit Parties, in form and substance reasonably acceptable to the Administrative Agent;
(ix) legal opinions from outside Canadian, English, Scottish, and British Virgin Islands counsels to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent;
(x) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent shall have received the following duly executed by all the parties theretofollowing, each in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to Amendment duly executed by the order of each Lender in the amount of its CommitmentBorrower, the GuarantiesAdministrative Agent, the Pledge AgreementIssuing Lender, the Security AgreementsSwing Line Lender, each Increasing Lender, each Additional Lender and the Majority Lenders (calculated in accordance with the Commitments set forth on Schedule II attached hereto), and Mortgages encumbering at least 80% (the Acknowledgement and Reaffirmation attached hereto duly executed by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesGuarantors;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ Revolving Note payable to each Increasing Lender and the Guarantors’ counsel dated as of the date of this Agreement and substantially each Additional Lender in the form amount of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters Lender’s Commitment, as any Lender through the Administrative Agent may reasonably requestamended hereby;
(iii) copies, certified as a Swing Line Note payable to the Swing Line Lender in the amount of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a partySwing Line Sublimit Amount, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentsas amended hereby;
(iv) certificates a secretary’s certificate of each Credit Party dated the Amendment Effective Date and certifying (A) that that there have been no changes to the organizational documents of each such Person since the Effective Date or attaching such amendments and (B) that attached thereto is a Responsible Officer true and complete copy of resolutions, if applicable, authorizing the execution and delivery of this Amendment and the Credit Documents executed in connection herewith and the performance of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Credit Agreement as amended hereby and the other Loan Documents to which the Borrower is a partyCredit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect;
(v) copies, certified as certificates of good standing for each Credit Party in each state in which each such Person is organized or qualified to do business;
(vi) a certificate of an authorized officer of the date of this Agreement by a Responsible Officer or Borrower dated the secretary or an assistant secretary of each Guarantor of Amendment Effective Date and certifying (A) both before and after giving effect to the resolutions increase in the Commitments contemplated by Section 2, no Default has occurred and is continuing, (B) all representations and warranties made by the Borrower in the Credit Agreement are true and correct in all material respects, unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date, and (C) the pro forma compliance with the covenants in Sections 6.16 and 6.17 of the Board Credit Agreement, after giving effect to such increase in the Commitments;
(vii) a legal opinion of Directors Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., as counsel to the Credit Parties; and
(viii) such other documents, governmental certificates and agreements as the Administrative Agent or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.
Appears in 1 contract
Sources: Commitment Increase Agreement and Second Amendment (Hi-Crush Partners LP)
Documentation. The Administrative Agent Agent’s receipt of the following, each of which shall have received the following duly be originals or facsimiles or electronic copies (including “PDF” and “TIFF” files) (followed promptly by originals) unless otherwise specified, each properly executed by all a Responsible Officer of the parties theretosigning Borrower, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and each of the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) executed counterparts of this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion Note executed by each Borrower in favor of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any each Lender through the Administrative Agent may reasonably requestrequesting a Note;
(iii) copiessuch certificates of resolutions or other action, certified incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of the date of this Agreement by each Responsible Officer thereof authorized to act as a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, in connection with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Agreement and the other Loan Documents to which the such Borrower is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization;
(v) copiesfavorable opinions of ▇▇▇▇▇, certified ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ LLP and such local counsel as the Administrative Agent shall request, in each case addressed to the Administrative Agent and each Lender, as to such matters concerning the Borrowers and the Loan Documents as the Required Lenders may reasonably request;
(vi) a certificate of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the resolutions execution, delivery and performance by such Borrower and the validity against such Borrower of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the representations and warranties of each Borrower contained in Article V and contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith are true and correct in all material respects on and as of the Effective Date, except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects, (B) that no Default exists as of the Effective Date or would result from the effectiveness of this Agreement, (C) that there does not exist any pending or threatened action, suit, investigation or proceeding in any court or before any arbitrator or Governmental Authority that (1) purports to affect any transaction contemplated under this Agreement or any other Loan Document (including, without limitation, the Closing Date Acquisition) or the ability of any Borrower to perform its obligations under this Agreement or any other Loan Document or (2) could reasonably be expected to have a Material Adverse Effect, (D) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (E) as to a true, correct and complete copy of the Closing Date Acquisition Agreement and all amendments or modifications thereto; and
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Lenders reasonably may require.
Appears in 1 contract
Sources: Term Loan Agreement (Mastec Inc)
Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to the order Certified copy of constating documents of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions Obligor; - Resolution of the Board of Directors of each Obligor; - Any authorization required in connection with the Borrower approving transactions contemplated by this Letter Loan Agreement; - ISDA Master Agreement and other documentation for Facility E; - If necessary the Bank’ standard application and indemnity agreement for letters of credit, letters of guarantee or documentary letters credit for each Letter of Credit and Letter of Guarantee; - MasterCard Agreements with the Bank and other related agreements for Facility D; - All security described in this Letter Loan Documents Agreement under the heading “Security”; - Landlord waivers for the premises leased by the Obligors where the Obligors have requested the Bank to which the Borrower is a party, (B) the certificate of incorporation margin inventory; - Promissory notes of the BorrowerBorrowers, (C) as the bylaws Bank may request from time to time; - A copy of the Share Purchase Agreement related to the Bemag Transaction for Facility C; - A copy of the Asset Purchase Agreement related to the Vermont Transaction for Facility C; - Personal movable property search reports with regard to any movable property registry (or any equivalent register in other jurisdictions where any security, mortgage or debenture are registered) in respect of each Obligor who is granting a security in favour of the Bank in all relevant jurisdictions; - Release and mainlevée or satisfactory priority agreements for all prior ranking Liens other than Permitted Encumbrances; - Updated certificates of insurance for each Borrower naming the Bank as first loss payee; - Environmental evaluation by a firm satisfactory to the Bank confirming satisfactory status of any immovable property; - Opinion from legal counsel of the Obligors pertaining to due authorization, execution, delivery and (D) all enforceability of the documents executed by such Obligors pursuant to this Letter Loan Agreement or in respect of the Facilities; and - Such other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, as the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Bank may reasonably require.
Appears in 1 contract
Sources: Letter Loan Agreement (Pioneer Power Solutions, Inc.)
Documentation. The On or before the day on which the initial Borrowing is made or the initial Letter of Credit is issued (or deemed issued), the Administrative Agent and the Lenders shall have received the following following, each dated on or before such day, duly executed by all the parties thereto, each in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, Agreement and all attached Exhibits and Schedules;
(ii) any Note requested by a Note Lender pursuant to Section 2.04 payable to the order of each such requesting Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copiesexcept as otherwise provided in Section 5.16, certified a Security Agreement executed by each Loan Party, together with UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in the Collateral described therein;
(iv) to the extent set forth on Schedule 3.01(a)(iv), a Pledge Agreement executed by each Person that has an Equity Interest in a Loan Party pledging to the Administrative Agent for the benefit of the Secured Parties all of the Equity Interests of such Person in such Loan Party, together with certificates, powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests;
(v) except as otherwise provided in Section 5.16 and as indicated on Schedule 1.01(c), the Mortgages (or appropriate amendments or supplements thereto), together with any other documents, agreements or instruments necessary to create and continue an Acceptable Security Interest in such Mortgaged Properties;
(vi) an Account Control Agreement among the applicable Loan Party, the Collateral Agent and each financial institution identified on Schedule 4.17 (other than the Collateral Agent) except to the extent an account control agreement is not required to perfect the Collateral Agent’s Lien under applicable law;
(vii) a certificate dated as of the date of this Agreement by Closing Date from a Responsible Officer of the Borrower of stating that (A) the resolutions all representations and warranties of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower Parties set forth in this Agreement and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and in the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,party are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met;
(viii) copies of the certificate or articles of incorporation or other equivalent Organization Document, including all amendments thereto, of each Loan Party, certified by the Secretary of State (or equivalent governmental officer) of the state or jurisdiction of its organization;
(ix) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the Organization Documents of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other equivalent Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certified copy thereof furnished pursuant to clause (vii) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party;
(x) a certificate of another officer of each Loan Party as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (viii) above;
(xi) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each Loan Party in the jurisdiction of its incorporation or formation and, to the extent the failure to so qualify could reasonably be expected to have a Material Adverse Effect, any other jurisdiction where its ownership or lease of Property or conduct of its business requires it to be qualified;
(xii) a favorable opinion dated as of the Closing Date of C▇▇▇▇▇▇ & W▇▇▇▇▇▇, LLP, counsel to the Loan Parties;
(xiii) a favorable opinion dated as of the Closing Date from local counsel located in Panama and Canada;
(xiv) a certificate from a Financial Officer of the Parent dated as of the Closing Date addressed to the Administrative Agent and each of the Lenders certifying that, before and after giving effect to the initial Borrowing contemplated hereunder, the Parent and each other Loan Party is Solvent (assuming with respect to each Guarantor, that the fraudulent conveyance savings language contained in Section 8.16 and 8.17 applicable to such Guarantor will be given full effect);
(xv) a certificate from a Financial Officer of the Parent addressed to the Administrative Agent and each of the Lenders, which shall be in form and in substance reasonably satisfactory to the Administrative Agent, certifying that as of the Closing Date the Projections prepared by the Parent and provided to the Administrative Agent were prepared in good faith based on reasonable assumptions in light of the information reasonably available to such officer at the time such Projections were made and describing any changes in such information and stating that such changes could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(xvi) a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as an additional insured as required by Section 4.13(c);
(xvii) acknowledgment from C T Corporation System as of the Closing Date with respect to its irrevocable appointment by each Loan Party pursuant to Section 10.13(b); and
(xviii) such other documents, governmental certificates and agreements as the Administrative Agent or any Lender may reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent Borrower shall have received delivered or caused to be delivered to the following duly executed by all Administrative Agent, at Borrower’s sole cost and expense, the parties theretofollowing, each of which shall be originals and each in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(ia) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (Amendment executed by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(iib) a favorable opinion at least one fully-executed original Consent of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially /Security Parties in the form of the Annex I attached Exhibit K covering the matters discussed in hereto;
(c) with respect to Borrower, such Exhibit and such other matters documentation as any Lender through the Administrative Agent may reasonably requestrequire to establish the due organization, valid existence and good standing of each such Borrower, its qualification to engage in business in its jurisdiction of organization, its authority to execute, deliver and perform this Amendment, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, articles of organization and amendments thereto, operating agreements and amendments thereto, bylaws and amendments thereto (or updates to such organizational documents or representations that no amendments to such documents have been made, as agreed to by the Administrative Agent), certificates of good standing, certificates of corporate resolutions or limited liability company resolutions or other applicable authorization documents, incumbency certificates, Certificates of Responsible Officials, and the like;.
(d) a Certificate of Responsible Official of Borrower certifying that (i) attached thereto are true, correct, complete and fully executed copies of the Stock Purchase Documents and (ii) the Preferred Stock Issuance has been completed in accordance with such documents and all applicable Laws;
(iiie) copies, certified as an Opinion of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if anyCounsel or reliance thereon, with respect to this Agreement, the Note, and completion of the other Loan Documents;Preferred Stock Issuance; and
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (Af) the resolutions Acknowledgement of Series A Shareholders in the Board form of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Annex III attached hereto.
Appears in 1 contract
Documentation. The Administrative Agent Borrower shall have received delivered or caused to be delivered to Bank, at Borrower’s sole cost and expense, the following duly executed by all the parties theretofollowing, each of which shall be in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each LenderBank:
(ia) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesAn executed original Amendment;
(iib) a favorable opinion An executed Line of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially Credit Note in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestAnnex 2 to this Amendment;
(iiic) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents With respect to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all each other documents evidencing other necessary corporate action Obligor, such documentation as Bank may reasonably require to establish the due organization, valid existence and governmental approvalsgood standing of each such Person in its jurisdiction of formation, its qualification to engage in business in the jurisdiction of its formation and, if any, with respect to this Agreementdifferent, the Notejurisdiction of its principal place of business, its authority to execute, deliver and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving perform the Loan Documents to which it is a party,, the identity, authority and capacity of each [***] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. responsible official thereof authorized to act on its behalf, including copies of its articles or certificates of incorporation, or articles or certificate of formation (as applicable), and amendments thereto, certified by the applicable Secretary of State (or equivalent government official), bylaws, operating agreements or limited liability company agreements (as applicable) and amendments thereto, in each case certified by a responsible official of such party, certificates of good standing and/or qualifications to engage in business, certified copies of corporate resolutions, incumbency certificates, certificates of responsible officials and the like;
(d) Favorable written legal opinions of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to Borrower and the other Obligors in existence on the Amendment No. 2 Effective Date, and such local counsel opinions as Bank may reasonably require, in each case, together with copies of all factual certificates and legal opinions upon which its counsel has relied; and
(e) Such other agreements, documents and instruments as Bank may reasonably require in connection with this Amendment and the transactions described herein.
Appears in 1 contract
Documentation. The Administrative Agent shall have received the following duly executed by all the parties theretoreceived, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreementits counsel, a Note payable to the order duly executed copy of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, this Agreement and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, together with such additional documents, instruments, opinions and certificates as Lender and its counsel shall require in connection therewith from time to time, all attached exhibits in form and schedulessubstance satisfactory to Agent and its counsel, including without limitation, the following:
(a) Certificates of Insurance with respect to Borrowers' casualty and liability insurance policies, together with loss payable endorsements on Agent's standard form of Lender Loss Payee naming Agent as lender loss payee;
(b) Certified copies of (i) resolutions of Borrowers' and Guarantor's respective board of directors authorizing the execution and delivery of this Agreement and the Loan Documents (as applicable) and the performance of all transactions contemplated hereby and thereby, (ii) a favorable opinion Borrowers' and Guarantor's by-laws and limited partnership agreements, as applicable, and (iii) incumbency certificates of Borrowers and Guarantor;
(c) A copy of the Borrower’sArticles or Certificates of Incorporation or Certification of limited partnership, its Subsidiaries’ as applicable, of Borrowers and Guarantor, and all amendments thereto, certified by an officer of such Borrower or by the Guarantors’ counsel Secretary of State or other appropriate official of their respective jurisdiction of incorporation;
(d) Good standing certificates for Borrowers and Guarantor, issued by the Secretary of State or other appropriate official of Borrowers' and Guarantor's jurisdiction of incorporation and each jurisdiction where the conduct of Borrowers' businesses activities or the ownership of their Properties necessitates qualification;
(e) A closing certificate signed by the Chief Executive Officers of Borrowers dated as of the date hereof, stating that (i) the representations and warranties set forth in Section 7 hereof are true and correct on and as of such date, (ii) Borrowers are, on such date, in compliance with all the terms and provisions set forth in this Agreement and substantially in the form (iii) on such date no Default or Event of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestDefault has occurred or is continuing;
(iiif) copiesThe Security Documents duly executed, certified as accepted and acknowledged by or on behalf of each of the date signatories thereto;
(g) The Other Agreements duly executed and delivered by Borrowers;
(h) The favorable, written opinion of Carlton Fields P.A. and Kantor, Davidoff, Wolfe, Mandelker & Kass, ▇.▇., ▇▇▇▇▇▇▇ to Borrowe▇▇ ▇▇▇ Guarantor, as to t▇▇ ▇▇▇▇▇▇cti▇▇▇ contemplated by this Agreement by a Responsible Officer and any of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(ivi) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyAn initial Borrowing Base Certificate from Borrowers;
(vj) copiesAppropriate arrangements for payment of all fees and expenses owing hereunder;
(k) Landlord Waivers for each of Borrowers' locations as listed on Exhibit 6.1 hereto;
(l) UCC-1 Financing Statements and/or amendments, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,necessary;
Appears in 1 contract
Sources: Loan and Security Agreement (Eagle Supply Group Inc)
Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, will execute a definitive Purchase and Sale Agreement containing such terms and conditions as are appropriate in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date transactions of this Agreement type not to contradict the terms and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date conditions of this Turbine Term Sheet (the "Turbine Purchase Agreement"). The Turbine Purchase Agreement will contain standard corporate representations and warranties by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents parties. The Turbine Purchase Agreement will require ENA to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower cause all liens and (D) all other documents evidencing other necessary corporate action and governmental approvalsencumbrances, if any, to be released from the Turbines prior to the delivery to EI Designee. The Turbine Purchase Agreement will contain a requirement for ENA to transfer or otherwise give to EI Designee such representations and warranties and similar rights that ENA received from the manufacturer of the Turbines. The Turbine Purchase Agreement will contain provisions with respect to this Agreementliquidated damages and limitations on damages and such agreement will be governed by the laws of the State of Texas. [THE LETTER, INCLUDING THIS TERM SHEET, IS NOT INTENDED TO BE COMPLETE AND ALL‑INCLUSIVE OF THE TERMS OF THE PROPOSED TRANSACTION, BUT DOES CREATE A BINDING OBLIGATION TO NEGOTIATE IN GOOD FAITH THE DEFINITIVE AGREEMENTS COVERING THE SUBJECT MATTER HEREOF.], a _________ corporation ("Seller") hereby sells, transfers, assigns, conveys and delivers to Enron International Power Barge Limited, a Cayman Islands corporation ("Buyer"), its successors and assigns forever, free and clear of all claims, liens or encumbrances, all of Seller’s right and title to, and interest in, the Noteturbine generators and other items of personal property listed on Schedule 1 hereto (the "Equipment"), along with any and all applicable manufacturer warranties, representations or similar rights concerning the Equipment. To have and to hold the same and each and all thereof unto Buyer, its successors and assigns forever, to its and their own use and benefit forever. Seller does hereby bind itself, and its successors and assigns, to warrant and forever defend the other Loan Documents;
(iv) certificates good and marketable title to the Equipment transferred by this Bill of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this AgreementSale, the Notes, Notices of Borrowing, Notices of Conversion or Continuationunto Buyer, and its successors and assigns, against every person whomsoever lawfully claiming or to claim the other Loan Documents to which the Borrower is a party;
(v) copiessame or any part thereof. SELLER MAKES NO OTHER WARRANTIES, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,EXPRESS OR IMPLIED, AND SPECIFICALLY EXCLUDES ANY WARRANTY OF FITNESS FOR PURCHASER’S PARTICULAR PURPOSE. SELLER DISCLAIMS ALL ORAL WARRANTIES.
Appears in 1 contract
Sources: Memorandum of Agreement
Documentation. The Administrative Agent shall have received the following following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(1) (i) counterparts of this AgreementAmendment duly executed by each Borrower, the Lenders and the Administrative Agent, (ii) counterparts of the attached Material Subsidiary Acknowledgment and Reaffirmation duly executed by each Material Subsidiary and (iii) counterparts of the attached Parent Acknowledgment and Reaffirmation duly executed by the Parent;
(2) a Revolving Note payable to the order of (i) each Increasing Lender in the amount of its such Increasing Lender’s Revolving Commitment, as increased hereby and (ii) the Guaranties, New Lender in the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) amount of the BorrowerNew Lender’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties Revolving Commitment, in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulescase as requested by such Lender;
(ii3) a favorable opinion certificate from a Responsible Officer of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel each Borrower dated as of the date Effective Date hereof stating that, both before and after giving effect to this Amendment and the increase of the Revolving Commitments pursuant to this Agreement Amendment (A) all representations and substantially warranties of the Credit Parties set forth in the form Credit Agreement are true and correct in all material respects (provided that (i) to the extent any representation and warranty expressly relates to a specific earlier date, such representation and warranty is true and correct in all material respects as of such earlier date, (ii) to the extent any representation and warranty is qualified as to “Material Adverse Change” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects and (iii) the representations and warranties contained in Section 4.4(a) of the attached Exhibit K covering Credit Agreement shall be deemed to refer to the matters discussed in such Exhibit most recent statements furnished pursuant to Sections 5.2(a) and such other matters as any Lender through (b) of the Administrative Agent may reasonably requestCredit Agreement) and (B) no Default has occurred and is continuing;
(iii4) copies, certified as a secretary’s certificate of the date of this Agreement by a Responsible Officer of Parent dated the Borrower of Effective Date and certifying (A) that there have been no changes to the organizational documents of the Parent since the Second Amendment Closing Date or attaching such amendments, (B) that attached thereto is a true and complete copy of resolutions of duly adopted by the Board of Directors of the Borrower approving Parent authorizing the Loan execution and delivery of this Amendment and the Credit Documents executed in connection herewith and the performance of the Credit Agreement as amended hereby and the other Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to which the Borrower is incumbency and specimen signature of each officer of the Parent executing this Amendment, any Credit Document or any other document delivered in connection herewith on behalf of the Parent;
(5) a partysecretary’s certificate of Rowan Delaware dated the Effective Date and certifying (A) that there have been no changes to the organizational documents of Rowan Delaware since the Second Amendment Closing Date or attaching such amendments, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower that attached thereto is a party;
(v) copies, certified as true and complete copy of the date of this Agreement resolutions duly adopted by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors of Rowan Delaware authorizing the execution and delivery of this Amendment and the Credit Documents executed in connection herewith and the performance of the Credit Agreement as amended hereby and the other Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer of Rowan Delaware executing this Amendment, any Credit Document or any other applicable governing bodydocument delivered in connection herewith on behalf of Rowan Delaware;
(6) certificates of good standing for each of the Parent and Rowan Delaware in (a) the jurisdiction in which each Person is organized and (b) each jurisdiction in which such Guarantor approving good standing is necessary except where the Loan Documents failure to be in good standing could not reasonably be expected to result in a Material Adverse Change, which it is certificate shall be dated a party,date not earlier than 30 days prior to the Third Amendment Closing Date;
(7) a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, outside counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent;
(8) a legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, United Kingdom counsel to the Parent; and
(9) such other documents, governmental certificates, and agreements as any Lender Party may reasonably request.
Appears in 1 contract
Sources: Commitment Increase Agreement and Amendment to Credit Agreement (Rowan Companies PLC)
Documentation. The Administrative Agent Lender shall have received the following duly executed by all the parties theretoreceived, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreementits counsel, a Note payable to the order duly executed copy of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, this Agreement and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, together with such additional documents, instruments and certificates as Lender and its counsel shall require in connection therewith from time to time (provided however that the Supplemental Loan Note, Mortgage, Mortgagee Endorsement and the documents contemplated by subsection (I) below are to be provided contemporaneously with the making of the Supplemental Loan), all attached exhibits in form and schedulessubstance satisfactory to Lender and its counsel, including, without limitation, the following:
(A) Certified copies of Borrower's casualty insurance policies, together with loss payable endorsements on Lender's standard form of Lender Loss Payee and Mortgagee Endorsement naming Lender as lender loss payee and/or mortgagee, as applicable, and certified copies of Borrower's liability insurance policies, together with endorsements naming Lender as additional insured;
(B) Certified copies of (i) resolutions of Borrower's board of directors authorizing the execution and delivery of this Agreement and the Loan Documents and the performance of all transactions contemplated hereby and thereby, (ii) a favorable opinion Borrower's by-laws, and (iii) an incumbency certificate of Borrower;
(C) A copy of the Articles or Certificate of Incorporation of Borrower’s, and all amendments thereto, certified by the Secretary of State or other appropriate official of its Subsidiaries’ jurisdiction of incorporation;
(D) Good standing certificate for Borrower, issued by the Secretary of State or other appropriate official of Borrower's jurisdiction of incorporation and each jurisdiction where the Guarantors’ counsel conduct of Borrower's business activities or the ownership of its Properties necessitates qualification; (E) A closing certificate signed by the chief executive officer of Borrower dated as of the date hereof, stating that (i) the representations and warranties set forth in Section 7 hereof are true and correct on and as of such date, (ii) Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as on such date no Default or Event of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower Default has occurred or is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentscontinuing;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,
Appears in 1 contract
Sources: Loan and Security Agreement (Electronics Boutique Holdings Corp)
Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the LendersBanks, and, where applicable, in sufficient copies for each LenderBank:
(i) this Agreement, a Note payable to the order of each Lender Bank in the amount of its Revolving Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s 's and its Subsidiaries’ Proven Reserves and the Guarantors' Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s's Oklahoma counsel, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement Effective Date and substantially in the form of the attached Exhibit K EXHIBIT K-1 covering the matters discussed in such Exhibit and such other matters as any Lender Bank through the Administrative Agent may reasonably request;
(iii) copies, certified a favorable opinion of the Agent's counsel dated as of the date of this Agreement by a Responsible Officer Effective Date and substantially in the form of the Borrower of (A) attached EXHIBIT K-2 covering the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentsmatters discussed in such Exhibit;
(iv) certificates a certificate of a Responsible Officer the secretary or an assistant secretary of the Borrower certifying its Certificate of Incorporation and Bylaws, the names resolutions of the board of directors of the Borrower authorizing this Agreement and true related transactions, and the incumbency and signatures of the officers of the Borrower authorized to sign execute this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Agreement and the other Loan Documents to which the Borrower is a partyrelated documents;
(v) copies, certified as a certificate of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor certifying the existence of (A) such Guarantor, the certificate or articles of incorporation and bylaws or other equivalent organizational documents of such Guarantor, the resolutions of the Board board of Directors (directors or other applicable governing body) equivalent managing body of such Guarantor approving authorizing the Loan Guaranty of such Guarantor and related transactions, and the incumbency and signatures of the officers of such Guarantor authorized to execute the Guaranty of such Guarantor and related documents;
(vi) a certificate dated as of the Effective Date from the president or chief financial officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met;
(vii) appropriate UCC-1 or UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities;
(viii) stock certificates required in connection with the Pledge Agreement and stock powers executed in blank for each such stock certificate;
(ix) insurance certificates naming the Agent loss payee or additional insured evidencing insurance which meets the requirements of this Agreement and the Security Documents and which is satisfactory to which it is insurance consultants or brokers satisfactory to the Agent;
(x) an environmental review by an environmental consultant acceptable to the Agent, covering the Oil and Gas Properties and other related Properties of Carlton, in form and substance satisfactory to the Agent;
(xi) certified copies of each of the Carlton Acquisition Documents, each certified as of the Effective Date by a party,Responsible Officer of the Borrower as being true and correct copies of such documents as of the Effective Date;
(xii) certified copies of each of the documents pertaining to the offering of the Senior Notes, including, without limitation, the Indenture, as being true and correct copies of such documents as of the Effective Date;
(xiii) such other documents, governmental certificates, agreements, and lien searches as the Agent or any Bank may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Ram Energy Inc/Ok)
Documentation. The Administrative Agent Purchaser shall have received received, on or prior to the following Closing Date, the following, each in the form and substance satisfactory to Purchaser and its counsel:
(1) duly executed counterparts of this Agreement by each of the Obligors and the Purchaser, together with all Exhibits and Schedules hereto updated as of the Closing Date;
(2) the Third Amended and Restated Note in the form of Exhibit A hereto, duly executed, delivered and issued by the Company to the Purchaser;
(3) duly executed counterparts of the Omnibus and Reaffirmation Agreement, by each of the Obligors and the Purchaser, together with updated Schedules to the Existing Security Agreement and the Existing Pledge Agreement;
(4) duly executed counterparts to Amendment No. 4 to Warrant Agreement by the Company and the Purchaser;
(5) duly executed Warrant Agreement by the Company and the Purchaser;
(6) a Closing Certificate, duly executed by the Company, certifying as to no default and certain other matters, and attaching true, correct and complete copies of all Existing Senior Secured Debt Documents;
(7) [intentionally deleted];
(8) [intentionally deleted];
(9) UCC-1 Financing Statements for filing in each appropriate jurisdiction naming each of the parties Obligors as “debtor” and the Purchaser as “secured party” covering the Collateral;
(10) [intentionally deleted];
(11) Lien search results with respect to each Obligor, from all appropriate jurisdictions and filing offices as requested by the Purchaser, with results satisfactory to the Purchaser, together with executed originals of such termination statements, releases and cancellations of mortgages required by the Purchaser in connection with the removal of any Liens (other than Permitted Liens) against the assets of the Obligors;
(12) Secretary Certificate by each Obligor, or by the Company on behalf of itself and each other Obligor, together with attached copies of the certificate of formation, organization or jurisdictional equivalent of each Obligor and all amendments thereto, together with the bylaws, operating agreement or equivalent document, in each case, certified by the relevant secretary or manager of such Obligor as of a recent date; and (b) good standing certificates or jurisdictional equivalent for each Obligor, issued by the relevant Secretary of State and or equivalent governmental authority in which such Obligor is organized, in each case as of a recent date; (c) a copy of resolutions adopted by the governing board of each Obligor, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which such Obligor is a party certified as true, complete and correct by the relevant secretary of manager of such Transaction as of a recent date; and (d) specimen signatures of the officers or members of each Obligor executing the Agreement and the other Transaction Documents, certified as genuine by the relevant secretary or manager of such Obligor;
(13) favorable legal opinion of H▇▇▇▇▇ & B▇▇▇▇, LLP, counsel to the Obligors addressed to the Purchaser, covering such matters relating to the transactions contemplated hereby as the Purchaser may reasonably request, and in form and scope reasonably satisfactory to Purchaser and its counsel;
(14) copies of all consents and waivers, if any, required by any Governmental Authorities or required under any of the Company’s Material Contracts in connection with the transactions contemplated hereby, including, without limitation, consents or waivers with respect to any agreements prohibiting (A) the grant of any security interest on any Collateral and (B) the issuance of the Senior Notes, the incurrence of the Obligations, any guaranty thereof by any Guarantor, and any security or pledge by the Obligors in favor of Purchaser;
(15) certified copies of (A) the audited annual consolidated financial statements of the Company for the fiscal year ending 2021, (B) the internally prepared quarterly financial statements of the Company for the period from January 1, 2022 through and including the fiscal quarter ended June 30, 2022, and (C) updated financial projections for the Company and its consolidated subsidiaries, each in form and substance satisfactory to the Administrative AgentPurchaser, copies of which are attached as Exhibit C hereto;
(16) a duly executed solvency certificate from the Issuing Lender Company as to solvency of each the Obligors, taken as a whole, after giving effect to the transactions contemplated hereunder to occur on the Closing Date; and
(17) each other Transaction Document and closing item specified as an item to be delivered on or prior to the LendersClosing Date on the Closing Checklist prepared by Purchaser’s counsel and furnished to the Company and its counsel shall have been executed and delivered to Purchaser or otherwise satisfied, and, where as applicable, in sufficient copies for each Lender:
(i) this Agreementcase, a Note payable to as determined by the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Purchaser.
Appears in 1 contract
Sources: Note Purchase Agreement (Staffing 360 Solutions, Inc.)
Documentation. The Administrative Agent 8.1 Lessee shall deliver to Buyer the following documents (each in such form reasonably acceptable to Buyer) upon payment of the Option Price pursuant to Clause 3:
(a) a certificate from Lessee warranting that the Vessel is free from all encumbrances and maritime liens and other debts and claims whatsoever;
(b) certification issued by the competent authorities of Lessee’s Flag State dated on the Completion Date stating that the Vessel is registered in the name of Applicable Owner and is free from registered encumbrances;
(c) a current certificate of ownership issued by the competent authorities of Lessee’s Flag State;
(d) a certificate of attorney-in-fact of the Lessee, which certifies (i) copies of the incorporation documents of the Lessee and the resolutions of an officer of the Lessee having necessary authority approving the execution, delivery and performance of this Agreement and (ii) the names, signatures and authorisation of the persons executing and delivering the delivery documents for Lessee;
(e) if applicable, certificates of deletion of the Vessel or other official evidence of deletion appropriate to Lessee’s Flag State at the time of delivery, or, in the event that Lessee’s Flag State does not, as a matter of practice, issue such documentation immediately, a written undertaking by Lessee to effect deletion from the ships registry in Lessee’s Flag State forthwith and to furnish a certificate or other official evidence of deletion to Buyer promptly and at the latest within four (4) weeks after delivery of the Vessel pursuant to Clause 6;
(f) classification certificate(s) as well as all plans and related documentation that are on board the Vessel;
(g) other certificates and other technical documentation that are on board the Vessel, unless Lessee or Applicable Owner is required to retain the same, in which case Buyer shall have received the following duly executed by all right to take copies;
(h) equipment lists and spare parts lists for the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:Vessel;
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) copies of the BorrowerVessel’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and scheduleslog books;
(iij) any additional documents as may be reasonably required by Buyer or the competent authorities for the purpose of transferring title to the Vessel as contemplated by this Agreement or registering the Vessel; and
(k) bills of lading for all cargo on board the Vessel.
8.2 Applicable Owner shall deliver to Buyer the following documents (each in such form reasonably acceptable to Buyer) upon payment of the Option Price pursuant to Clause 3:
(a) legal ▇▇▇▇ of sale of the Vessel executed by Applicable Owner in favour of Buyer duly notarially attested (both as to signature and authorisation) and legalised in Lessee’s Flag State warranting that the Vessel is free from all Owner’s Encumbrances provided that, where a ▇▇▇▇ of sale has to be in a prescribed form for registration purposes so that the title warranty cannot be changed, the Parties agree that the more limited warranty in this Clause 8.2(a) shall prevail;
(b) a favorable opinion certificate of attorney-in-fact of the Borrower’s, its Subsidiaries’ Applicable Owner which certifies (i) copies of the incorporation documents of the Applicable Owner and the Guarantors’ counsel dated as resolutions of an officer of the date Applicable Owner having necessary authority approving the execution, delivery and performance of this Agreement and substantially in (ii) the form names, signatures and authorisation of the attached Exhibit K covering persons executing and delivering the matters discussed ▇▇▇▇ of sale and other delivery documents for Applicable Owner; and
(c) any additional documents within Applicable Owner’s power so to deliver as may be reasonably required by Buyer or the competent authorities for the purpose of transferring legal title to the Vessel as contemplated by this Agreement or registering the Vessel.
8.3 At the time of delivery of the Vessel, Buyer, Applicable Owner and Lessee shall sign and deliver to each other Protocols of Delivery and Acceptance confirming the date and time of delivery of the Vessel from Lessee and Applicable Owner to Buyer.
8.4 At any time up to one hundred and twenty (120) days after delivery to Buyer of all of the documentation specified in such Exhibit and such other matters as Clause 8.1, Buyer may submit to Lessee any Lender through the Administrative Agent questions it may reasonably request;
have regarding the Vessel (iii) copiesan “Additional Request”). If Buyer delivers an Additional Request to Lessee within such period, certified Lessee shall respond to such requests as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified promptly as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,practicable thereafter.
Appears in 1 contract
Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lenderfully executed by all parties thereto:
(i) this Agreement, a Note the Notes payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesrequesting a Note;
(ii) a favorable opinion of the Borrower’sSecurity Agreement, its Subsidiaries’ together with such other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestGuaranty;
(iii) copiescertificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, certified or additional insured with respect to liability insurance, and covering the Borrower’s or its Domestic Restricted Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as of the date of this Agreement required by Section 5.3;
(iv) a Responsible Officer of the Borrower of secretary’s certificate from each Credit Party certifying such Person’s (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a partyofficers’ incumbency, (B) the certificate of incorporation of the Borrowerauthorizing resolutions, (C) the bylaws of the Borrower organizational documents, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Credit Documents to which the Borrower such Person is a party;
(v) copies, certified a certificate from an authorized officer of the Borrower dated as of the Funding Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.2 have been met or waived;
(vi) certificates of status or good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated as of a Responsible Officer recent date or (B) otherwise effective on the secretary or an assistant secretary of each Guarantor Funding Date;
(vii) a legal opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP as outside counsel to the resolutions of Credit Parties and (B) local counsel in each relevant jurisdiction, in form and substance reasonably acceptable to the Board of Directors Administrative Agent; and
(or viii) such other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.
Appears in 1 contract
Documentation. The US Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the US Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note Agreement and all attached Exhibits and Schedules;
(ii) the Notes payable to the order of each Lender in the amount of its Commitmentapplicable Lender, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (as requested by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestLender;
(iii) copiesthe US Subsidiary Guaranty and the Canadian Guaranty;
(iv) the US Security Agreement and the Canadian Security Agreement, certified together with appropriate UCC-1 and UCC-3 financing statements, if any, necessary or desirable for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in such Security Agreements;
(v) the US Pledge Agreement together with stock powers executed in blank, UCC-1 and UCC-3 financing statements, if any, necessary or desirable for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in the such Pledge Agreement;
(vi) [reserved];
(vii) evidence that the Applicable Administrative Agent has an Acceptable Security Interest in the Collateral;
(viii) [reserved];
(ix) a certificate from an authorized officer of the Company dated as of the Effective Date stating that as of such date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions all representations and warranties of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, Company set forth in this Agreement are true and correct in all material respects and (B) the no Default has occurred and is continuing;
(A) a secretary’s certificate of incorporation of the Borrowerfrom each Credit Party (other than a Foreign Credit Party) certifying such Person’s (i) officers’ incumbency, (Cii) the bylaws of the Borrower authorizing resolutions, (iii) organizational documents, and (Diii) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, Credit Documents to which such Person is a party; and (B) a secretary’s or officer’s certificate from each Foreign Credit Party certifying such organizational matters and documents as may be requested by the other Loan DocumentsCanadian Administrative Agent;
(ivxi) certificates of good standing for each Credit Party (other than Foreign Subsidiary Guarantors that are not Canadian entities) in (a) the state, province or territory in which each such Person is organized and (b) each state, province or territory in which such good standing is necessary except where the failure to be in good standing could not reasonably be expected to result in a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized Material Adverse Change, which certificates shall be dated a date not earlier than 30 days prior to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyEffective Date;
(vxii) copiesa legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. outside counsel to the Credit Parties, certified as in form and substance reasonably acceptable to the US Administrative Agent;
(xiii) a legal opinion of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary solicitors of each Guarantor of Credit Party domiciled in Canada or any province thereof in form and substance reasonably acceptable to the Administrative Agents; and
(Axiv) the resolutions of the Board of Directors (or such other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Complete Production Services, Inc.)
Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:
(i) this Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each applicable Lender;
(ii) the Guaranty executed by the Parent and all Subsidiaries of the Parent existing on the Closing Date (other than the Borrower);
(iii) the Security Agreement executed by each Credit Party, together with appropriate UCC-1 financing statements, if any, necessary or desirable for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in the Security Agreement;
(iv) Mortgages executed by the applicable Credit Party granting an Acceptable Security Interest in real properties that are owned by the Credit Parties and listed on Schedule 3.1;
(v) assignment of insurance for each Foreign Credit Insurance policy held by any Credit Party with such insurance carriers and for such amounts acceptable to the Administrative Agent, the Issuing Lender accompanying notice of such assignment to the applicable insurance provider, and the Lendersacceptance of such assignment by such insurance provider, and, where applicable, all in sufficient copies for each Lender:
(i) this Agreement, a Note payable form and substance satisfactory to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesAdministrative Agent;
(iivi) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower's or its Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks that are acceptable to the Administrative Agent;
(vii) a favorable opinion certificate from an authorized officer of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel Borrower dated as of the Effective Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and substantially correct in the form of the attached Exhibit K covering the matters discussed in such Exhibit all material respects and such other matters as any Lender through the Administrative Agent may reasonably request(B) no Default has occurred and is continuing;
(iiiviii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of secretary's certificate from each Credit Party certifying such Person's (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a partyofficers' incumbency, (B) the certificate of incorporation of the Borrowerauthorizing resolutions, (C) the bylaws of the Borrower organizational documents, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsCredit Documents to which such Person is a party;
(ivix) certificates of good standing for each Credit Party in each state in which each such Person is organized or qualified to do business, which certificate shall be dated a date not earlier than 30 days prior to Effective Date;
(x) a legal opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent;
(xi) copies, certified by a Responsible Officer of the Borrower certifying the names and true signatures of the officers of ▇▇▇▇▇▇ PSA and all other documents entered into among the Borrower authorized to sign this Agreementparties thereto in connection with the ▇▇▇▇▇▇ Acquisition; and
(xii) such other documents, the Notesgovernmental certificates, Notices of Borrowing, Notices of Conversion or Continuationagreements, and lien searches as the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer Administrative Agent or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Boots & Coots International Well Control Inc)
Documentation. The Administrative Agent shall have received the following duly executed by all the parties theretoreceived, in form and substance reasonably satisfactory to the Administrative AgentAgent and its counsel, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) a duly executed copy of this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, Revolving Credit Notes and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, together with such additional documents, instruments and certificates as Agent and its counsel shall require in connection therewith from time to time, all attached exhibits in form and schedulessubstance reasonably satisfactory to Agent and its counsel, including, without limitation the following:
(a) Current insurance certificates for Borrowers' casualty and liability insurance policies naming Lender as lender loss payee and/or as additional insured, as applicable;
(b) Certified copies of (i) resolutions of each Borrower's and each Subsidiary Guarantor's board of directors authorizing the execution and delivery of this Agreement and/or the Loan Documents to which each such entity is a party and the performance of all transactions contemplated hereby and/or thereby, as applicable, (ii) a favorable opinion each Borrower's and each Subsidiary Guarantor's by-laws and any amendments thereto, and (iii) an incumbency certificate of each Borrower and each Subsidiary Guarantor;
(c) A copy of the Borrower’sArticles or Certificate of Incorporation of each Borrower and each Subsidiary Guarantor, and all amendments thereto;
(d) Good standing certificates for each Borrower and each Subsidiary Guarantor, issued by the Secretary of State or other appropriate official of its Subsidiaries’ and jurisdiction of incorporation;
(e) A closing certificate signed by the Guarantors’ counsel Chief Financial Officer of the Company dated as of the date hereof, stating that (i) the representations and warranties set forth in Section 7 hereof are true and correct in all material respects on and as of such date, (ii) Borrowers are on such date in compliance in all material respects with all the terms and provisions set forth in this Agreement and substantially in the form (iii) on such date no Default or Event of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestDefault has occurred or is continuing;
(iiif) copiesThe Security Documents duly executed, certified as accepted and acknowledged by or on behalf of each of the date signatories thereto;
(g) The favorable, written opinion of Borrowers' counsel as to the transactions contemplated by this Agreement by a Responsible Officer and any of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(ivh) certificates of a Responsible Officer of the Borrower certifying the names The Subsidiary Guaranty duly executed and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partydelivered by each Subsidiary Guarantor;
(vi) copiesSuch other documents, certified instruments and agreements as of Agent and/or Lenders shall reasonably request in connection with the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of foregoing matters; and
(Aj) the resolutions of Pre-Closing Financial Statements (specifically including the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Pre-Closing Home Health Care Statements).
Appears in 1 contract
Sources: Loan and Security Agreement (Gentiva Health Services Inc)
Documentation. The On or before the day on which the initial Borrowing is made or the initial Letters of Credit are issued, the Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative AgentAgent and each of the Banks, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each LenderBank:
(i) this Agreement, Agreement and all its attached Exhibits and Schedules;
(ii) a Note executed by the Borrower payable to the order of each Lender Bank requesting a Note in the amount of its Commitment, ;
(iii) the Intercreditor Agreement;
(iv) the Security Agreements and all their attached Exhibits and Schedules;
(v) amendments to each of the existing Mortgages in form and substance reasonably satisfactory to the Administrative Agent;
(vi) the Guaranties;
(vii) appropriate UCC-1 or UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities;
(viii) a Notice of Borrowing with respect to the initial Borrowing, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% if any;
(by valueix) a certificate dated as of the Borrower’s Effective Date from a Responsible Officer stating that (a) all representations and its Subsidiaries’ Proven Reserves and Oil and Gas Properties warranties of the Borrower set forth in connection therewith, this Agreement and each of the other Loan Documents, Credit Documents to which it is a party are true and correct in all attached exhibits material respects; (b) no Default has occurred and schedulesis continuing; and (c) the conditions in this Section 3.01 have been met;
(iix) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel certificate dated as of the date Effective Date from the Chief Financial Officer of the Borrower as to Solvency of the Borrower and its Subsidiaries on a consolidated basis;
(xi) certificate(s) of insurance naming the Collateral Agent as loss payee or additional insured evidencing insurance which meets the requirements of this Agreement and substantially the Security Documents and which is in the amount, form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through substance and from an issuer satisfactory to the Administrative Agent may reasonably requestAgent;
(iiixii) copies, certified a certificate of the secretary or assistant secretary of the Ultimate General Partner certifying as of the date of this Agreement by a Responsible Officer Effective Date (a) the existence of the Borrower of and the General Partner, (Ab) the Borrower Partnership Agreement, (c) the General Partner’s organizational documents, (d) the Ultimate General Partner’s organizational documents, (e) the resolutions of the Board Ultimate General Partner approving this Agreement, the Notes, and the other Credit Documents and the related transactions, and (f) all documents evidencing other necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Agreement and the other Credit Documents executed and delivered on or before the Effective Date;
(xiii) a certificate of Directors a Secretary or an Assistant Secretary of the Borrower Ultimate General Partner certifying the names and true signatures of the officers of the Ultimate General Partner authorized to sign this Agreement, the Notice of Borrowing and the other Credit Documents on behalf of the Borrower;
(xiv) certificates of the secretary or assistant secretary of each of the Guarantors certifying as of the Effective Date (a) the organizational documents of such Guarantor, (b) the resolutions of the governing body of such Guarantor approving this Agreement, the Loan Guaranty, and the other Credit Documents to which the Borrower such Guarantor is a partyparty and the related transactions, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (Dc) all other documents evidencing other necessary corporate corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Agreement, the NoteGuaranty, and the other Loan DocumentsCredit Documents to which such Guarantor is a party executed and delivered on or before the Effective Date;
(ivxv) certificates of a Responsible Officer Secretary or an Assistant Secretary of the Borrower each Guarantor certifying the names and true signatures of the officers of the Borrower such Guarantor authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Guaranty and the other Loan Credit Documents to which the Borrower such Guarantor is a partyparty on behalf of such Guarantor;
(vxvi) copiescertificates of good standing, certified as existence and authority for the Borrower, the General Partner, the Ultimate General Partner and each of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of Guarantors from each Guarantor of (A) the resolutions of the Board states in which the Borrower, the General Partner, the Ultimate General Partner and each of Directors the Guarantors is either organized or is qualified to do business as a foreign entity;
(or other xvii) results of lien, tax and judgment searches of the UCC Records of the Secretary of State and applicable governing body) counties of such Guarantor approving the Loan Documents States of Texas, Alabama, Delaware, Louisiana, Mississippi, New Mexico and Oklahoma from a source acceptable to the Administrative Agent and reflecting no Liens against any of the Collateral as to which it perfection
of a Lien is accomplished by the filing of a party,financing statement other than in favor of the Administrative Agent and Liens permitted by Section 6.01;
(xviii) a favorable opinion of B▇▇▇▇ B▇▇▇▇ L.L.P., outside Texas counsel to the Borrower and the Guarantors;
(xix) a favorable opinion of Taylor, Porter, B▇▇▇▇▇ & P▇▇▇▇▇▇▇, outside Louisiana counsel to the Borrower and the Guarantors;
(xx) a certified copy of the Note Agreement in form and substance satisfactory to the Administrative Agent; and
(xxi) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent may reasonably request.
Appears in 1 contract
Documentation. The US Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the US Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note Agreement and all attached Exhibits and Schedules;
(ii) the Notes payable to the order of each Lender in the amount of its Commitmentapplicable Lender, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (as requested by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestLender;
(iii) copiesthe US Subsidiary Guaranty and the Canadian Guaranty;
(iv) the US Security Agreement and the Canadian Security Agreement, certified together with appropriate UCC-1 and UCC-3 financing statements, if any, necessary or desirable for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in such Security Agreements;
(v) the US Pledge Agreement together with stock powers executed in blank, UCC-1 and UCC-3 financing statements, if any, necessary or desirable for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in the such Pledge Agreement;
(vi) [reserved];
(vii) evidence that the Applicable Administrative Agent has an Acceptable Security Interest in the Collateral;
(viii) [reserved];
(ix) a certificate from an authorized officer of the Company dated as of the Effective Date stating that as of such date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions all representations and warranties of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, Company set forth in this Agreement are true and correct in all material respects and (B) the no Default has occurred and is continuing;
(A) a secretary’s certificate of incorporation of the Borrowerfrom each Credit Party (other than a Foreign Credit Party) certifying such Person’s (i) officers’ incumbency, (Cii) the bylaws of the Borrower authorizing resolutions, (iii) organizational documents, and (Diii) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, Credit Documents to which such Person is a party; and (B) a secretary’s or officer’s certificate from each Foreign Credit Party certifying such organizational matters and documents as may be requested by the other Loan DocumentsCanadian Administrative Agent;
(ivxi) certificates of good standing for each Credit Party (other than Foreign Subsidiary Guarantors that are not Canadian entities) in (a) the state, province or territory in which each such Person is organized and (b) each state, province or territory in which such good standing is necessary except where the failure to be in good standing could not reasonably be expected to result in a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized Material Adverse Change, which certificates shall be dated a date not earlier than 30 days prior to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyEffective Date;
(vxii) copiesa legal opinion of V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P. outside counsel to the Credit Parties, certified as in form and substance reasonably acceptable to the US Administrative Agent;
(xiii) a legal opinion of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary solicitors of each Guarantor of Credit Party domiciled in Canada or any province thereof in form and substance reasonably acceptable to the Administrative Agents; and
(Axiv) the resolutions of the Board of Directors (or such other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Complete Production Services, Inc.)
Documentation. The On or before the Effective Date, the Administrative Agent shall have received the following duly executed by all the applicable parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, and where applicable, in sufficient copies for each Lender:
(i) this AgreementAgreement and all its attached Exhibits and Schedules;
(ii) if requested by any Lender, a Note payable to the order of each such Lender in the amount of its Commitment;
(iii) amendments to the Security Documents including, the Guarantieswithout limitation, (A) the Pledge Agreement, (B) the Security AgreementsAgreement, and (C) the Mortgages encumbering at least 80% requested by the Administrative Agent;
(by valueiv) the Guaranty;
(v) stock certificates or, to the extent applicable under the applicable Person’s organizational documents, membership or partnership interest certificates required in connection with the Pledge Agreement and stock powers or other transfer documents for each such certificate endorsed in blank to the Administrative Agent; 3rd Amended/Restated Credit Agreement
(vi) appropriate UCC-1 or UCC-3 Financing Statements, if any, covering the Collateral for filing with the appropriate authorities;
(vii) a certificate dated as of the Borrower’s Effective Date from a Responsible Officer stating that (A) all representations and its Subsidiaries’ Proven Reserves and Oil and Gas Properties warranties of the Borrower set forth in connection therewith, this Agreement and each of the other Loan Documents, Credit Documents to which it is a party are true and correct in all attached exhibits material respects; and schedules(B) no Default has occurred and is continuing;
(iiviii) a favorable opinion certificates of insurance naming the Borrower’sAdministrative Agent as loss payee or additional insured, its Subsidiaries’ and as applicable, evidencing insurance which meets the Guarantors’ counsel dated as of the date requirements of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestSecurity Documents;
(iiiix) copies, certified an omnibus certificate of the secretary or assistant secretary of the Ultimate General Partner certifying as of the date of this Agreement by a Responsible Officer Effective Date (A) the existence of the Borrower Borrower, the General Partner, the Ultimate General Partner and each Guarantor, (B) the organizational documents of the Borrower, the General Partner, the Ultimate General Partner and each Guarantor, (AC) the resolutions of the Board of Directors governing body of the Borrower Ultimate General Partner or such Guarantor, as applicable, approving this Agreement and the Loan other Credit Documents to which the Borrower or such Guarantor is a party, (B) and the certificate of incorporation of the Borrowerrelated transactions, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalscorporate, partnership or limited liability company action, if any, with respect to this Agreement, the Note, Agreement and the other Loan DocumentsCredit Documents executed and delivered on or before the date hereof;
(ivx) certificates an omnibus certificate of a Responsible Officer Secretary or an Assistant Secretary of the Borrower Ultimate General Partner dated as of the Effective Date certifying the names and true signatures of (A) the officers of the Borrower Ultimate General Partner authorized to sign this Agreement, the NotesNotes (if any), the Notices of Borrowing, Notices of Conversion or Continuation, Borrowing and the other Loan Credit Documents on behalf of the General Partner in its capacity as general partner of the Borrower, and (B) the officers of each Guarantor authorized to sign the Credit Documents to which the Borrower such Guarantor is a partyparty on behalf of such Guarantor;
(vxi) copiescertificates of good standing, certified as existence, and authority for the Borrower, the General Partner, the Ultimate General Partner, and each of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of Guarantors from each Guarantor of (A) the resolutions states in which the Borrower, the General Partner, the Ultimate General Partner, and each of the Board Guarantors is organized and (B) the jurisdictions in which a Mortgage has been filed with respect to such Person’s real property to the extent such Person is required to be qualified in such jurisdiction;
(xii) results of Directors lien and tax searches of the UCC Records of the Secretary of State of jurisdictions selected by the Administrative Agent and reflecting no Liens (other than Permitted Liens) against any of the Collateral other than in favor of the Administrative Agent;
(xiii) favorable opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., outside Texas counsel to the Borrower, and (B) local counsel in Kansas, New Mexico, Oklahoma and Wyoming reasonably acceptable to the Administrative Agent and the Borrower with respect to Mortgages filed in such jurisdiction as amended and supplemented through the Effective Date, in each case dated as of the Effective Date and in a form reasonably acceptable to Administrative Agent and covering the Borrower and the Guarantors, or the mortgagor under such Mortgage, as applicable; provided, to the extent such opinions of local counsel are not delivered on the Effective Date, the Borrower shall deliver such opinions of local counsel within fifteen days after the Effective Date (or such later date as the Administrative Agent may determine); 3rd Amended/Restated Credit Agreement
(xiv) the Financial Statements and the other applicable governing bodyfinancial statements or information described in Section 4.05; and
(xv) of such Guarantor approving other documents and agreements as the Loan Documents to which it is a party,Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Third Amended and Restated Credit Agreement (HF Sinclair Corp)
Documentation. The Administrative Agent shall have received ------------- counterparts of this Agreement executed by the Borrower and the Lenders, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and, with respect to this Agreement, all Guaranties and the Lenders, and, where applicableEnvironmental Indemnity, in sufficient copies for each Lender:
(i) this Agreement, a the Notes (including without limitation the Swingline Note payable to the order of each Lender in the amount of its CommitmentSwingline Lender), the all Guaranties, and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnity;
(ii) Pledge Agreements executed by the Borrower, the Parent and the other Guarantors pledging to the Administrative Agent for the benefit of the Lenders, all Collateral, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such pledged stock, limited liability interests and partnership interests, together with any other Security Documents;
(iii) a favorable opinion certificate from a Responsible Officer of the Parent on behalf of the Borrower dated as of the Effective Date stating that as of the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the Borrower’s's knowledge there are no claims, its Subsidiaries’ defenses, counterclaims or offsets against the Lenders under the Credit Documents;
(iv) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower and the Guarantors’ counsel each corporation or limited liability company that is either a Guarantor or a general partner of a Guarantor dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified certifying as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the names and true signatures of officers or authorized representatives of the Parent and such other Persons authorized to sign the Credit Documents to which such Person is a party in the capacity therein indicated, (B) resolutions of the Board of Directors or the members of the Parent and such other Persons with respect to the transactions herein contemplated, (C) either (x) the copies of the organizational documents of the Parent and such other Persons delivered to the Lenders are still true and correct and have not been amended or modified since such date or (y) copies of any modification or amendment to the organizational documents of the Parent or any such other Persons made since such date, (D) a true and correct copy of the partnership agreement for the Borrower and each Guarantor which is a partnership, (E) a true and correct copy of all partnership authorizations necessary or desirable in connection with the transactions herein contemplated, and (F) a true and correct copy of the Merger Agreement, the Intercompany Agreement, and all Material Credit Documents;
(v) a certificate of the Secretary or an Assistant Secretary of AGH REIT certifying as of the date immediately preceding the date of the Merger (A) resolutions of the Board of Directors of such Person and the Borrower approving shareholders' vote with respect to the Loan Documents to which transactions contemplated in the Borrower is a partyMerger Agreement and the Registration Statements, and (B) the copies of the charter and bylaws of AGH REIT and any modification or amendment to the articles or certificate of incorporation of the Borrower, (C) the or bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect AGH REIT made on or prior to this Agreement, the Note, and the other Loan Documentssuch date;
(ivvi) certificates of a Responsible Officer certificate of the Borrower Secretary or an Assistant Secretary of CapStar certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date immediately preceding the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Merger (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving Person and the Loan Documents shareholders' vote with respect to which it is the transactions contemplated in the Merger Agreement and the Registration Statements, and (B) the copies of the charter and bylaws of CapStar and any modification or amendment to the articles or certificate of incorporation or bylaws of CapStar made on or prior to such date;
(vii) (A) one or more favorable written opinions of ▇▇▇▇▇▇▇, Diamond & Ash, special counsel for the Borrower, the Parent, and their Subsidiaries, in a party,form reasonably acceptable to the Administrative Agent, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, (B) one or more favorable written opinions of Ballard, Spahr, ▇▇▇▇▇▇▇ & Ingersoll, special Maryland counsel for the Parent, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (C) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve;
(viii) a Compliance Certificate dated as of the Closing Date reflecting for the financial tests covered therein the pro forma financial performance for the Borrower for the Rolling Period ended June 30, 1998, together with a certificate of the pro forma balance sheet of the Parent as of the Closing Date assuming the Merger was consummated and the Existing CapStar Indebtedness to be Repaid had been repaid, duly completed and executed by the Chief Financial Officer or Treasurer of the Parent;
(ix) evidence reasonable satisfactory to the Administrative Agent that the Merger and the other transactions contemplated by the Merger Agreement and the Registration Statements have been consummated in accordance with the terms of the Merger Agreement, all Legal Requirements and all corporate and partnership governance requirements; and
(x) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Meristar Hospitality Corp)
Documentation. The Administrative Agent shall have executed a counterpart of this Agreement and shall have received the following duly following:
(i) executed by all counterparts of this Agreement from (A) the Borrower and each other Loan Party and (B) each of the Lenders;
(ii) executed counterparts of the Intercreditor Reaffirmation from each of the parties thereto;
(iii) executed counterparts of the Security Documents to be executed and delivered on the Closing Date from each of the parties thereto;
(iv) a certificate dated the Closing Date from a Responsible Officer of the Borrower stating that all representations and warranties of the Loan Parties set forth in Article IV are true and correct as of the Closing Date in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be true and correct in all respects);
(v) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the Organizational Documents of such Loan Party, including all amendments thereto, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, certified by the Secretary of State (or equivalent Governmental Authority) of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or Persons performing similar functions) of such Loan Party authorizing the Transactions to be entered into by such Loan Party and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or Notices of Borrowing;
(vi) a certificate of another officer of each Loan Party dated the Closing Date and certifying as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (v) above;
(vii) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each Loan Party in the jurisdiction of its incorporation or formation;
(viii) a certificate from a Financial Officer of the Borrower dated the Closing Date and addressed to the Administrative Agent and each of the Lenders party hereto, which shall be in form and in substance reasonably satisfactory to the Administrative Agent, certifying that the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s Borrower and its Subsidiaries’ Proven Reserves , taken as a whole, after giving effect to the Original Tranche B Loans contemplated to be made under this Agreement and Oil and Gas Properties in connection therewith, and each of the other Loan Documentstransactions contemplated hereby and thereby, and all attached exhibits and schedulesare Solvent;
(iiix) a favorable an opinion reasonably acceptable to the Administrative Agent, dated the Closing Date, of Cravath, Swaine & ▇▇▇▇▇ LLP, special counsel to the Borrower’sLoan Parties;
(x) opinions reasonably acceptable to the Administrative Agent, its Subsidiaries’ in each case dated the Closing Date, from local counsel located in each of Delaware, Texas, Oklahoma, Louisiana, Pennsylvania and Vermont;
(xi) the Guarantors’ counsel Perfection Certificate, dated as of the date of this Agreement Closing Date and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement executed by a Responsible Officer of the Borrower of Borrower; and
(Axii) the resolutions executed copies of the Board of Directors of the Borrower approving the Loan definitive ABL Documents to which the Borrower is a party(and all amendments, (B) the certificate of incorporation of the Borrowersupplements, (C) the bylaws of the Borrower waivers, consents and (D) all other documents evidencing other necessary corporate action and governmental approvalsmodifications to such ABL Documents since August 7, if any2013), with respect to this Agreement, in each case as in effect on the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Closing Date.
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Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the LendersBanks, and, where applicable, in sufficient copies for each LenderBank:
(i) this Agreement, a an Amended and Restated Revolving Note and an Amended and Restated Term Note payable to the order of each Lender Bank in the amount of its CommitmentRevolving Commitment and outstanding principal amount of Term Advances as of the Effective Date, respectively, the Guaranties, the Limited Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages Amendments to each of the existing Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s 's and its Subsidiaries’ Proven Reserves and the Guarantors' Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s's Oklahoma counsel, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement Effective Date and substantially in the form of the attached Exhibit K EXHIBIT K-1 covering the matters discussed in such Exhibit and such other matters as any Lender Bank through the Administrative Agent may reasonably request;
(iii) copies, certified a favorable opinion of the Agent's counsel dated as of the date of this Agreement by a Responsible Officer Effective Date and substantially in the form of the Borrower of (A) attached EXHIBIT K-2 covering the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentsmatters discussed in such Exhibit;
(iv) certificates a certificate of a Responsible Officer the secretary or an assistant secretary of the Borrower certifying its Certificate of Incorporation and Bylaws, the names resolutions of the board of directors of the Borrower authorizing this Agreement and true related transactions, and the incumbency and signatures of the officers of the Borrower authorized to sign execute this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Agreement and the other Loan Documents to which the Borrower is a partyrelated documents;
(v) copies, certified as a certificate of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor certifying the existence of (A) such Guarantor, the certificate or articles of incorporation and bylaws or other equivalent organizational documents of such Guarantor, the resolutions of the board of directors or other equivalent managing body of such Guarantor authorizing the Guaranty of such Guarantor and related transactions, and the incumbency and signatures of the officers of such Guarantor authorized to execute the Guaranty of such Guarantor and related documents;
(vi) a certificate dated as of the Effective Date from the president or chief financial officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met;
(vii) appropriate UCC-1 or UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities;
(viii) stock certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate;
(ix) insurance certificates naming the Agent loss payee or additional insured evidencing insurance which meets the requirements of this Agreement and the Security Documents and which is satisfactory to insurance consultants or brokers satisfactory to the Agent;
(x) certified copies of each of the Reorganization Documents, each certified as of the Effective Date by a Responsible Officer of the Borrower (A) as being true and correct copies of such documents as of the Effective Date, (B) that to the knowledge of such Responsible Officer as having been duly authorized by the Board of Directors of the Borrower, as managing general partner of the Partnership, and by Double R, as special general partner of the Partnership, and (or other applicable governing bodyC) that to the -43- knowledge of such Guarantor approving Responsible Officer as having been duly executed and delivered by the Loan Borrower, as managing general partner of the Partnership, and by Double R, as special general partner of the Partnership;
(xi) certified copy of the Rescission Documents to which it is each certified as of the Effective Date by a party,Responsible Officer of the Borrower (A) as being true and correct copies of such documents as of the Effective Date, (B) as having been duly authorized by the Board of Directors of the Borrower, as managing general partner of the Partnership, and by the managing general partner of Partners and (C) as having been duly executed and delivered by the Borrower, as managing general partner of the Partnership, and by the managing general partner of Partners; and
(xii) such other documents, governmental certificates, agreements, and lien searches as the Agent or any Bank may reasonably request.
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Documentation. The Administrative Agent shall have received At or prior to the closing of the Loan, Borrower must deliver the following duly documents and other items, executed by and acknowledged as appropriate, all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving a. the Loan Documents to (which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to means this Agreement, the Note, the security agreement, financing statements, pledges, absolute assignment agreements and any other documents evidencing, securing, guaranteeing or governing the Loan (except for the Accommodation Mortgage and the security agreement to be made by Accommodation Obligor), as they may be extended, renewed or modified from time to time);
b. a satisfactory appraisal of each of the 3 lots comprising the Property done by an appraiser approved by Lender in accordance with the Uniform Standards of Professional Appraisal Practices and federal applications applicable to Lender, reflecting a market value for each such lot in an amount acceptable to Lender;
c. evidence of the liability and other insurance coverage of KM LLLP, the Developer Companies and such others as required under this Agreement or otherwise by Lender in writing;
d. true and correct copies of the organizational documents of Borrower, Borrower’s general partner and limited partners, each Guarantor, KM LLLP, each of the Companies, WB KD Acquisition LLC, WB KD Acquisition II LLC, and KD (collectively, the “Affiliates”), including any amendments and restatements thereof, evidence of such entities’ due formation and good standing (certificate of good standing), as well as due authorization and execution of the Loan Documents, as applicable, by such entities;
e. full payment of all fees, advances and costs, including but not limited to any loan or commitment fees, recording and filing fees, and escrow and title fees;
f. if required by Lender, a written opinion or opinions of legal counsel for Borrower and the Guarantors (ivas defined below), addressed to Lender, covering to Lender’s satisfaction (1) certificates of a Responsible Officer the due authorization, execution, delivery, binding effect and enforceability of the Borrower certifying the names Loan Documents, (2) no undisclosed litigation, (3) no consents or approvals required, (4) no conflicts with or violations of any agreements or laws, and (5) such other matters as Lender may require;
g. true signatures and correct copy of the officers letter of intent signed and delivered by Hualalai Investors, LLC (“Hualalai”) to Borrower, concerning the joint development of Increment 1 and Increment 2 (the “Joint Development LOI”), such letter of intent to have substantially similar form and content as the letter of intent issued by Hualalai dated October 24, 2013;
h. the purchase and sale agreement and any amendments thereto for KM LLLP’s acquisition of WULI’s membership interests in the Companies (collectively, the “WULI Interest PSA”);
i. the purchase and sale agreements evidencing KD’s rights and entitlements to percentage payments in connection with the sale of all or any portion of the Borrower authorized properties comprising Increment 1 and Increment 2;
j. on a best efforts basis, (i) the written consent to sign this Agreementthe pledge of KKM’s GP Interest in KM LLLP and (ii) the written consent to the pledge of KD Kona’s LP Interest in KM LLLP, by the Notesremaining partners of KM LLLP;
k. a true and correct copy of the assignment of membership interests in each of the Companies from WULI to KM LLLP;
l. an estoppel certificate signed and delivered by the Getty Member in favor of KM LLLP and each of its partners, Notices of Borrowingcertifying that the Companies’ operating agreements are in full force and effect and unchanged, Notices of Conversion or Continuationexcept as disclosed in said certificate, and the that WULI is not in default under such operating agreements which KM LLLP will be responsible to cure; and
m. such other Loan Documents to which the Borrower is a party;
(v) copiesdocuments, certified property information and other assurances as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Lender may require.
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Documentation. The Administrative Agent shall have received the following following, each dated on or before the Effective Time, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i1) counterparts of this Agreement, a Note payable to Amendment duly executed by the order of each Lender in the amount of its CommitmentBorrower, the Guaranties, Required Lenders and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesAdministrative Agent;
(ii2) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by certificate from a Responsible Officer of the Borrower dated as of the Effective Time hereof stating that, both before and after giving effect to this Amendment and the extension of the Commitments pursuant to this Amendment (Ai) all representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent that any representations and warranties already are qualified or modified by materiality in the text thereof) on and as of the Effective Time, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the Effective Time, such representations and warranties shall continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent that any representations and warranties already are qualified or modified by materiality in the text thereof) as of such specified earlier date, and (ii) no Event of Default shall have occurred and be continuing;
(3) a secretary’s certificate of the Borrower dated the Effective Time and certifying (i) that that there have been no changes to the organizational documents of the Borrower since the Effective Date or attaching such amendments, (ii) that attached thereto is a true and complete copy of resolutions of duly adopted by the Board of Directors of the Borrower approving authorizing the execution and delivery of this Amendment and the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsexecuted in connection herewith, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer performance of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Credit Agreement as amended hereby and the other Loan Documents and the extension of the Commitments pursuant hereto, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (iii) as to which the incumbency and specimen signature of each officer of the Borrower is a partyexecuting this Amendment, any Loan Document delivered in connection herewith, if any, or any other document delivered in connection herewith on behalf of the Borrower;
(v4) copiessuch documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, certified as existence and good standing of the date Borrower;
(5) a legal opinion of this Agreement by a Responsible Officer or ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the secretary or an assistant secretary of each Guarantor of Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(A6) such other documents and governmental certificates as the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Lender Parties may reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory Operative Documents with respect to the Administrative AgentSenior Unsecured Bridge Facility will include a single credit agreement providing for the Senior Unsecured Bridge Facility and shall be negotiated in good faith, giving effect to the Limited Conditionality Provision, and shall be consistent with the terms herein, the Issuing Lender Commitment Letter, the Fee Letter and, except as otherwise provided herein or in the Commitment Letter or the Fee Letter, substantially identical to that certain Indenture, dated as of October 24, 2016, among the Company, as issuer, the co-issuer party thereto and Wilmington Trust, National Association, as trustee (as amended or supplemented to the date hereof, the “Existing Indenture”), with additions, deletions, modifications and other changes as the Company and the LendersArrangers reasonably determine to be necessary or advisable, andincluding, where applicableamong other things, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to give effect to the order of each Lender in the amount of its CommitmentTransactions and other transactions contemplated hereby, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion to provide for and give effect to the Guarantees and to reflect the unsecured nature of the Borrower’sSenior Unsecured Bridge Facility, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copiesto reflect changes in law (including customary QFC and EU and UK bail-in provisions and provisions to address LLC divisions under Delaware law) or accounting standards or cure mistakes or defects, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer to reflect reasonable administrative, agency and operational requirements of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this AgreementAgent, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as give due regard to the operational requirements of the date Company and its subsidiaries in light of its size, structure, industry, business and proposed business plan and operations and (vi) to reflect covenants and financial definitions that are no less favorable to the Company and its subsidiaries than the Existing Credit Agreement (except as otherwise set forth in this Agreement by a Responsible Officer or Commitment Letter), and in any event, will contain only those conditions to borrowing, prepayments, representations and warranties, covenants and events of default expressly set forth in this Exhibit B (the secretary or an assistant secretary of each Guarantor of (A) “Bridge Documentation Principles”). Notwithstanding the resolutions foregoing, all obligations of the Company and its restricted subsidiaries that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of Directors an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of the Operative Documents (whether or other applicable governing bodynot such operating lease obligations were in effect on such date) of notwithstanding the fact that such Guarantor approving obligations are required in accordance with the Loan Documents ASU (on a prospective or retroactive basis or otherwise) to which it is a party,be treated as capitalized lease obligations in the financial statements to be delivered pursuant to the Operative Documents.
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Documentation. The Administrative Agent shall have received In addition to the following duly executed matters described in Section 6.1 hereof, the agreements of Lender to increase the Commitment from $5,000,000 to $7,000,000, to make the Term Loan, and to be bound by all the parties theretoterms and conditions of this Amendment are subject to the receipt by the Lender of each of the following, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each LenderProper Form:
(ia) this Agreementthe amended and restated $7,000,000 Revolving Credit Note, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (executed by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(iib) the Term Note, executed by the Borrower and the Parent;
(c) the amendments to Security Documents executed by the Borrower and the Parent;
(d) a favorable opinion certificate executed by the Secretary or Assistant Secretary of the Borrower’s, its Subsidiaries’ Borrower and the Guarantors’ counsel Parent dated as of the date thereof;
(e) certified copies of any amendments to the Organizational Documents of the Borrower or the Parent;
(f) a legal opinion from counsel for the Borrower and the Parent, dated as of the Closing Date, addressed to the Lender and acceptable in all respects to the Lender in its sole and absolute discretion;
(g) an executed disbursement authorization letter from the Borrower and the Parent to the Lender with respect to the disbursement of the proceeds of the Term Loan to be made on or after the Second Amendment Closing Date;
(h) all other Loan Documents and any other instruments or documents consistent with the terms of this Agreement Amendment and substantially in relating to the form of transactions contemplated hereby as the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request, executed by the Borrower or any other Person required by the Lender; and subject to the further conditions that, at the time of the Term Loan,
(1) all such actions as the Lender shall reasonably require to perfect the Liens created pursuant to the Security Documents shall have been taken, including without limitation, the delivery to the Lender of all Property with respect to which possession is necessary for the purpose of perfecting such Liens (including, without limitation, delivery to the Lender of the stock certificates described on Schedule I to this Amendment);
(iii2) copiesthe Borrower shall have paid all fees owing to the Lender by the Borrower under this Amendment, certified as including without limitation, the following;
(i) a fee in consideration for the Term Loan and the increase in the Commitment, in the amount of $12,000; and
(ii) the administration fee, in the amount of $5,000, pursuant to Section 2.3(b) of the date of this Agreement by a Responsible Officer of the Borrower of Credit Agreement;
(A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D3) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect legal matters incident to this Agreement, the Note, and transactions herein contemplated shall be reasonably satisfactory to counsel for the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Lender.
Appears in 1 contract
Documentation. The Administrative Agent Agent’s receipt of the following, each of which shall have received the following duly be originals or telecopies or copies sent by electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by all a Responsible Officer of the parties theretosigning Loan Party (where applicable), each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and each of the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) executed counterparts of this Agreement, a Note payable to Agreement and the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesGuaranty;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization;
(v) a favorable opinion of counsel to the Borrower’sLoan Parties, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other favorable opinions of counsel to the Guarantors as the Administrative Agent may reasonably require, each addressed to the Administrative Agent and each Lender, and each as to such matters concerning the Loan Parties and the Loan Documents as any Lender through the Administrative Agent may reasonably request;
(iiivi) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other each Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Party either (A) attaching copies of all consents, licenses and approvals required in connection with the resolutions execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying that (A) the representations and warranties of the Borrower contained in Article V (other than Section 5.22) and each Loan Party contained in each other Loan Document are true and correct in all material respects (or, to the extent any such representation and warranty is modified by materiality or Material Adverse Effect, in all respects) on and as of the Effective Date, and (B) no Default exists as of the Effective Date or would result from the effectiveness of this Agreement;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying that the Term Loan Facility is a “Qualifying Term Facility” (as defined in the bridge facility commitment letter dated as of July 15, 2015 among the Borrower, Bank of America, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇▇▇ Sachs Bank USA);
(ix) a certificate of a Responsible Officer of the Borrower attaching a copy of the Closing Date Acquisition Agreement (including all schedules and exhibits thereto) in effect as of the Effective Date; and
(x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
Appears in 1 contract
Documentation. The Administrative Agent Each Party shall have received maintain all records, including, but not limited to, batch records and supporting documentation required by the following duly executed by all the parties thereto, in form FDA and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if anyapplicable regulatory authorities, with respect to this Agreementeach Product for the periods of time required by such authorities. Upon reasonable request by the other Party, the Note(a) pSivida shall provide Alimera promptly with reasonable access to (i) documents for Durasert FA Controlled by pSivida and reasonably necessary to file, support and maintain regulatory submissions and (ii) interim and final reports and other information Controlled by pSivida and related to any Phase IV Clinical Trial for Durasert FA for uveitis, and Alimera, its Affiliates and its and their sublicensees may reference, cross-reference, review, have access to, incorporate and use such documents and reports (and information contained therein) and other information, to the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreementextent reasonably necessary, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) in or to support any regulatory applications or filings or Approvals or any patent filings or (B) for any Development or Commercialization purpose, in each case, for Products in the resolutions Collaboration Field, and (b) Alimera shall provide pSivida promptly with reasonable access to (1) documents for Products Controlled by Alimera and reasonably necessary to file, support and maintain regulatory submissions and (2) interim and final reports and other information Controlled by Alimera and related to any Phase IV Clinical Trial for ILUVIEN for uveitis, and pSivida, its Affiliates and its and their sublicensees may reference, cross-reference, review, have access to, incorporate and use such documents and reports (and information contained therein) and other information, to the extent reasonably necessary, (x) in or to support any regulatory applications or filings or Approvals or any patent filings or (y) for any Development or Commercialization purpose, in each case, for Products outside of the Board of Directors (or Collaboration Field. Notwithstanding the foregoing, in no event shall either Party be obligated to provide the other applicable governing body) of Party with access to documents directly related to such Guarantor approving Party’s process for manufacturing Products, including, without limitation, its process for manufacturing the Loan Documents to which related inserter, if the other Party has requested such documents because it is required to disclose such documents to a party,regulatory authority in a country where piracy of intellectual property is of reasonable concern. For the sake of clarity, documents directly related to such Party’s process for manufacturing Products does not include documents regarding a Product’s chemical composition, stability data or batch release information.
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Documentation. The Administrative Collateral Agent shall have received the following following:
(A) certified copies of Borrower's casualty insurance policies, together with endorsements naming Collateral Agent and Lenders as loss payee and as mortgagee pursuant to a standard mortgagee clause, and certified copies of Borrower's liability insurance policies, together with endorsements naming Collateral Agent, for the benefit of Lenders, as co-insureds thereunder;
(B) to the extent required by Collateral Agent, and in the case of Intellectual Property, to the extent required by Section 9.1(S), copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Collateral Agent, for the benefit of Lenders, in the Collateral and evidence that such Liens constitute valid and perfected security interests and that the Liens of Collateral Agent, for the benefit of Lenders, are prior to all other Liens in the Collateral, except for Permitted Liens;
(C) landlord or warehouseman agreements with respect to all premises leased by Borrower and which are disclosed on Exhibit P attached hereto;
(D) a copy of the Certificate of Incorporation or other organizational document of each Borrower, and all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation;
(E) a copy of the bylaws or other governing document of each Borrower, and all amendments thereto, certified as of the Closing Date by the Secretary of each Borrower;
(F) good standing certificates for each Borrower, if applicable, issued by the Secretary of State or other appropriate official of each Borrower's jurisdiction of incorporation and each jurisdiction where the conduct of such Borrower's business activities or the ownership of its Properties necessitates qualification;
(G) a closing certificate signed by the Chief Financial Officer of each Borrower dated the Closing Date, stating that (i) the representations and warranties set forth in Section 8 hereof are true and correct on and as of such date, (ii) Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement, (iii) on such date no Default or Event of Default has occurred or is continuing and (iv) all conditions contained in Section 10 hereof have been satisfied;
(H) a closing certificate signed by the Chief Financial Officer of the Parent dated the Closing Date, stating that (i) the representations and warranties set forth in Section 8.1 hereof are true and correct on and as of such date; and (ii) on such date no Default or Event of Default has occurred or is continuing.
(I) this Agreement and the other Loan Documents duly executed and delivered by all the parties thereto;
(J) the favorable, written opinion of Weil Gotshal & Manges LLP, counsel to each Borrower and each Guaranto▇, ▇▇▇▇▇▇▇▇▇ Bo▇▇▇▇▇▇, Guarantors, certain Loan Documents acceptable to counsel for Collateral Agent and the transactions contemplated by Loan Documents; 66
(K) endorsements to the mortgagee title insurance policies issued in connection with the Original Loan Agreement, in form and substance reasonably acceptable to Majority Lenders, issued by a title insurance company satisfactory to Collateral Agent, each in an amount equal to not less than the fair market value of the real Property or leasehold interest, as the case may be, subject to the respective Mortgage, insuring the Mortgages, as modified in connection with this Agreement, to create a valid Lien on all real Property and valid Liens on the leasehold interest described therein with no exceptions which Collateral Agent shall not have approved in writing and no survey exceptions;
(L) a modification of each Mortgage in form and substance satisfactory to Lenders reflecting the Administrative Agent, the Issuing Lender and the Lenders, transactions contemplated hereby; and, where applicable, in sufficient copies for each Lender:
(iM) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules;
(ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters documents and information as any Lender through the Administrative Collateral Agent may or Lenders shall reasonably request;
(iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;
(iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;
(v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,.
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