Documentation. The Administrative Agent shall have received the 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 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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries; (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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 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, 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 Lender requesting a Noteapplicable Lender;
(ii) the Guaranty executed by each Wyeville Drop Down Entity and each other Subsidiary of the Borrower and all Subsidiaries existing on the Closing Effective Date;
(iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement;
(iv) appropriate UCC and intellectual fully executed Mortgages covering all fee owned real property search reports for the Borrower and its Subsidiaries of any Credit Party, together with (A) a copy of an existing owner’s policy of title insurance reflecting no prior Liens (on such real property other than Permitted Liens, (B) encumbering a flood determination certificate issued by the properties 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 Borrower Federal Reserve Board, and its Subsidiariesall 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 and 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 required reasonably requested by Section 5.3the Administrative Agent;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 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)correct, (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.1(b), (e), (m)(i) and (ii), and (n) have been met or waivedmet;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, and (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partyOrganization Documents;
(viii) certificates of good standing for each Credit Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Effective Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden Fulbright & ▇▇▇▇▇▇, P.C., ▇▇ L.L.P. as Oklahoma Texas counsel to the Credit Parties, Parties and (DB) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.▇▇▇▇▇▇▇ Van Deuren s.c., as Wyoming 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 Effective Date by an authorized officer of the Borrower (x) as being true and correct copies of such documents and (y) as being in full force and effect;
(xi) copies of the Wyeville Drop Down Documents, certified as of the Effective Date by an authorized officer of 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 without the prior written consent of the Administrative Agent;
(xii) letter of 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
(xxiii) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party 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 reasonably satisfactory Borrower may apply to the Administrative Agent Bank for Advances, Credit Products, Derivative Transactions and Other Products in accordance with the Lenders:
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 terms of any Confirmation or other Supplemental Documentation that is not required to be signed by the Borrower applicable to any Advance, Credit Product, Derivative Transaction or Other Product unless, within the earlier of (i) this Agreement any time period specified in any Confirmation or Supplemental Documentation relating thereto and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note;
(ii) five (5) business days of receipt of the Guaranty executed final documents relating to such product or service, the Borrower delivers to the Bank a written notice specifying the disputed 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 Borrower 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 delivered in Atlanta, Georgia, and all Subsidiaries existing on payments made under the Closing Date;
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 provisions of this Agreement (ii) there having occurred no Event of Default hereunder and (iii) the Security Agreement executed continuing satisfaction 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 Obligors of the issued credit and outstanding Equity Interests of each collateral considerations of the Borrower’s Subsidiaries required in connection with Bank and the Security Agreement, eligibility requirements and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest policies prescribed in the Collateral;
(iv) appropriate UCC Act, the Regulations 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestCollateral 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, 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 Notes, if requested by the applicable Lenders, payable to each applicable Lender requesting a Noteor its registered assigns;
(ii) the Guaranty executed by all Subsidiaries of 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 DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement;
(iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens Mortgages encumbering not less than 80% (other than Permitted Liensby PV10) encumbering the properties of the Borrower Credit Parties’ Proven Reserves described in the initial Independent Engineering 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 its SubsidiariesGas 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, and covering insurance for the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by to be carried pursuant to Section 5.3;
(vi) a certificate from an authorized officer a Responsible Officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower any Credit Party set forth in this Agreement and in each of the 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 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 such specified date, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 Sections 3.1(b), (d) and (g) have been met or waivedmet;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇, LLP as special outside counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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) 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 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 any Lender Party 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 following, duly executed by all Buyers with the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lendersfollowing delivery documents:
(i) this Agreement Legal ▇▇▇▇(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all attached Exhibits mortgages, encumbrances and Schedules maritime liens or any other debts whatsoever, duly notarially attested (including confirmation by the notary of the signatorys true signature and authority to sign); and legalised or apostilled, as required by the Notes payable to each Lender requesting a NoteBuyers’ Nominated Flag State;
(ii) the Guaranty executed Evidence that all necessary corporate, shareholder and other action has been taken by the Borrower Sellers to authorise the execution, delivery and all Subsidiaries existing on the Closing Dateperformance of this Agreement;
(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 Power of Attorney of the issued and outstanding Equity Interests of each Sellers appointing one or more representatives to act on behalf of the Borrower’s Subsidiaries required Sellers in connection with the Security performance of this Agreement, duly notarially attested and legalised or apostilled (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateralas appropriate);
(iv) appropriate UCC and intellectual property search reports for If the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering Vessel has been registered in the properties ownership of the Borrower Sellers, and its Subsidiariesto the extent necessary, a Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel;
(v) certificates To the extent possible, a Declaration of insurance naming Class or (depending on the Administrative Agent 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 loss payee with respect 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 property insurancethe 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 additional insured with respect to liability insurance, expense as a result of discrepancies between the original approved document and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;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 from an authorized officer 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 Borrower dated as Sellers, the Sellers shall provide a confirmation of the Closing Date stating that same, in such form and with such attestation 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 3.1 have been met or waivedBuyers’ Nominated Flag State requires;
(vii) If the Vessel has been registered in the ownership of the Sellers, a secretaryA 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 each Credit Party certifying such Personthe 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 (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partyregistry;
(viii) certificates of good standing Commercial Invoice for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateVessel;
(ix) legal opinions 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;
(Axi) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPAny 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 special counsel to soon as possible within a reasonable time after the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 Agentdate of this Agreement; and
(xxii) such The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation.
(xiii) Current company certificate of the Sellers or other documents, governmental certificates, agreementsdocument 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 lien searches 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 Lender Party 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 party 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 this Agreement. 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.
(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 reasonably 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 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 reasonably satisfactory to the Administrative Agent Required Parties and (y) subject to the Lenders:
foregoing, based on the corresponding definitive documentation governing the credit facility provided pursuant to the Prepetition Priming Credit Agreement, subject to such modifications (in each case, satisfactory to the Required Parties) as are (i) required to give effect to, and reflect, the terms and provisions set forth in, this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note;
Exit Term Loan Facility Term Sheet and/or (ii) the Guaranty executed necessary or desirable, or otherwise required by the Borrower and all Subsidiaries existing on Required Parties, to effectuate the Closing Date;
(iii) financing contemplated hereby and/or to reflect 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 pro forma capital structure of the issued and outstanding Equity Interests of each Loan Parties, the size of the Borrower’s Subsidiaries required in connection with Exit Term Loan Facility, the Security Agreement, business plan and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 operations of the Borrower and its Subsidiaries;
group (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insuranceforegoing standards, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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“Documentation Principles”), (B) 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 from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.
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 reasonably satisfactory to the Administrative Agent and the Lenders:
(i) this Agreement and all attached Exhibits and Schedules and the Notes Notes, if requested by the applicable Lenders, payable to the order of each Lender requesting a Noteapplicable Lender;
(ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date, including Aly Operating, Austin Chalk Corp., and Aly Centrifuge;
(iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments as the Administrative Agent may request which are necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement;
(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 Subsidiaries;
(v) certificates of insurance naming the Administrative Agent as loss payee or additional insured, as applicable, with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such all insurance carriers, for such amounts and covering such risks as policies required by Section 5.3;
(viv) a certificate from an authorized officer of the Borrower dated as of the Closing 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)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 any conditions precedent that are subject to the satisfaction, or waivedat the request of, the Administrative Agent or the Lenders, the Administrative Agent and the Lenders are satisfied and have made all necessary or desired requests);
(viivi) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, required to be obtained by such Credit Party with respect to the Credit Documents to which such Person is a party;
(viiivii) certificates of good standing for each Credit Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ixviii) a legal opinions opinion of (A) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇, P.C. as special outside counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 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;
(x) the Assumption Agreement executed by the Borrower and the Existing Borrower; and
(xxi) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party 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 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 reasonably satisfactory to the Administrative Agent and Required DIP Commitment Parties and, subject to the Lenders:
foregoing, shall be based on the corresponding definitive documentation governing the Prepetition Senior Lien Obligations (including, for the avoidance of doubt, the Prepetition Senior Lien Credit Agreement), subject to such modifications (in each case, satisfactory to the Required DIP Commitment Parties) as are (i) required to give effect to, and reflect, the terms and provisions set forth in, this Agreement DIP Term Sheet and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note;
(ii) usual and customary for debtor-in-possession financings, and/or otherwise necessary or desirable to effectuate the Guaranty executed by financing contemplated hereby and/or to reflect the Borrower capital structure 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 operational requirements of the issued and outstanding Equity Interests of each of Loan Parties (the Borrower’s Subsidiaries required in connection with foregoing standards, the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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“Documentation Principles”), (B) 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 from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.
Appears in 3 contracts
Sources: Restructuring Support Agreement (AAC Holdings, Inc.), Restructuring Support Agreement, Restructuring Support Agreement
Documentation. The Administrative Agent shall have received Agent’s receipt of the following, duly each of which shall 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 Agreement, the Company Guaranty, the Domestic Subsidiary Guaranty, each UK Subsidiary Guaranty, each Canadian Subsidiary Guaranty, each Spanish Subsidiary Guaranty, and all attached Exhibits and Schedules each Luxembourg Subsidiary Guaranty, each sufficient in number for distribution to the Administrative Agent, each Lender and the Notes payable to each Lender requesting a NoteBorrower;
(ii) the Guaranty a Term Note executed by the Company and a Revolving Credit Note executed by the Company and each Initial Designated Borrower and all Subsidiaries existing on the Closing Datein favor of each Lender requesting Notes;
(iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Datesuch certificates of resolutions or other action, 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 incumbency certificates and/or other certificates of the issued and outstanding Equity Interests Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of the Borrower’s Subsidiaries required each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Security Agreement, and (C) any other documents, agreements, or instruments necessary Loan Documents to create, perfect or maintain an Acceptable Security Interest in the Collateralwhich such Loan Party is a party;
(iv) appropriate UCC such documents and intellectual property search reports for certifications as the Borrower 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 Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties jurisdiction of the Borrower and its Subsidiariesorganization;
(v) certificates a favorable opinion of insurance naming Sidley Austin LLP, counsel to the Loan Parties, and such other favorable opinions of counsel to the Subsidiary Guarantors as the Administrative Agent as loss payee with respect may reasonably require, each addressed to property insurance, or additional insured with respect to liability insurancethe Administrative Agent and each Lender, and covering each as to such matters concerning the Borrower’s Loan Parties and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks the Loan Documents as required by Section 5.3the Administrative Agent may reasonably request;
(vi) a certificate from an authorized officer of the Borrower dated as a Responsible Officer of the Closing Date stating that as of such date each Loan Party either (A) attaching copies of all representations consents, licenses and warranties approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Borrower set forth Loan Documents to which it is a party, and such consents, licenses and approvals shall be in this Agreement are true full force and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified effect, or modified by materiality in the text thereof), (B) stating that no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met such consents, licenses or waivedapprovals are so required;
(vii) a secretary’s certificate from each Credit Party signed by a Responsible Officer of the Company certifying such Person’s (A) officers’ incumbencythat the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) authorizing resolutionsthat 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, (C) organizational documentseither individually or in the aggregate, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;Material Adverse Effect; and
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organizedother assurances, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date certificates, documents, consents or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 documents, governmental certificatesthe L/C Issuers, agreements, and lien searches as any the Swing Line Lender Party or the Required Lenders reasonably may reasonably requestrequire.
Appears in 3 contracts
Sources: Credit Agreement (Stericycle Inc), Credit Agreement (Stericycle Inc), Credit Agreement (Stericycle Inc)
Documentation. The Administrative Agent shall have received the followingfollowing and, if applicable, they shall be duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:Lenders (which, subject to Section 9.14, may include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page):
(i) this Agreement and all attached Exhibits and Schedules and the Revolving Notes payable to the order of each Lender requesting a Noteapplicable Lender;
(ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing DateGuaranty;
(iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateAgreement, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement;
(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 SubsidiariesDIP Term Loan Documents;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3Intercreditor Agreement;
(vi) [reserved];
(vii) a certificate from an authorized officer of the Borrower dated as of the Closing 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 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)correct, (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.1(b) and (e) have been met or waivedmet;
(viiviii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) resolutions of its Board of Directors, members, general partner or other body authorizing resolutionsthe execution, (C) organizational documents, delivery and (D) governmental approvals, if any, with respect to performance of the Credit Documents to which such Person it is a party, and (C) Organization Documents;
(viiiix) certificates of good standing (or the substantive equivalent available) for each Credit Party from the appropriate governmental officer in the state each jurisdiction in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Effective Date;
(ixx) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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[Reserved]; and
(xxi) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.
Appears in 2 contracts
Sources: Senior Secured Debtor in Possession Credit Agreement (Hi-Crush Inc.), Restructuring Support Agreement (Hi-Crush Inc.)
Documentation. The Administrative Agent shall have received the 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 Lender requesting a Note;
(ii) the reaffirmation of the Guaranty executed by all Wholly-Owned Domestic Restricted Subsidiaries of the Borrower and all Subsidiaries existing on the Closing Effective Date;
(iii) the reaffirmation of the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 UCC-3 financing statements statements, if any, 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 authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement;
(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 Subsidiaries;
(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 BorrowerCredit Party’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(viv) a certificate from an authorized officer of the Borrower dated as of the Closing 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 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 (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 such specified date, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedmet;
(viivi) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viiivii) certificates of good standing for each Credit Party in the each state in which each such Person is organized, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Effective Date;
(ixviii) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, L.L.P. as special outside counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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
(xix) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Forum Energy Technologies, Inc.), Credit Agreement (Forum Energy Technologies, Inc.)
Documentation. The US Administrative Agent and the Canadian Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agents and the Lenders, and, where applicable, fully executed by all parties thereto:
(i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note;
(ii) Ratification Agreements with respect to the Guaranty executed by US Guaranty, the Borrower and all Subsidiaries existing on the Closing Date;
(iii) the US Security Agreement executed by and the Borrower and each Subsidiary existing on the Closing DateCanadian Security Agreement, 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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(viii) certificates of insurance naming the Applicable Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the BorrowerCompany’s and or its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(viiv) a certificate from an authorized officer of the Borrower Borrowers dated as of the Closing Effective Date stating that as of such date (A) all representations and warranties of the Borrower 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 text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;
(viiA) a secretary’s certificate from each Credit Party (other than a Foreign Credit Party) certifying such Person’s (Ai) officers’ incumbency, (Bii) authorizing resolutions, (Ciii) organizational documents, and (Div) governmental approvals, if any, with respect to the 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 Canadian Administrative Agent;
(viiivi) certificates of status or good standing for each Credit Party (other than Foreign Subsidiary Guarantors that are not Canadian entities) in the state state, province or territory in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Effective Date;
(ixvii) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, LLP as special outside counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 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
(xix) such other documents, governmental certificates, agreements, and lien searches as 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 shall have received o That the following, duly executed by all the parties thereto, in form Issue and substance reasonably satisfactory to the Administrative Agent Subscription Agreement and the Lenders:
(i) this Agreement Registration Rights Agreement, as executed 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 delivered 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 behalf of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security AgreementCompany, and (C) any other documents, agreements, agreements or instruments necessary certificates as the Fiat Affiliates may reasonably request (hereinafter referred to create, perfect or maintain an Acceptable Security Interest in as the Collateral;
(iv"Closing Agreements") 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 Subsidiaries;
(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 and its Subsidiaries’ Properties may be entered into with such insurance carriersparties as may be necessary by Jean-Pierre Rosso, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) Paolo ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇▇l Lecomte and Rober▇▇ & ▇iotto (▇▇▇▇, ▇▇ "▇▇▇▇▇▇▇▇▇▇ P.C.▇fficer"), which Closing Agreements shall provide for the issuance of the Series A Preference Shares and the retirement of the Debt, as Wyoming counsel 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 Credit PartiesFiat 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 been issued, recorded, countersigned, and registered as provided in this resolution, each Authorized Officer is authorized, empowered and directed, for and in form the name and substance reasonably acceptable on behalf of the Company, to (i) deliver said certificates to the Administrative Agent; and
Fiat Affiliates pursuant to and in accordance with the Issue and Subscription Agreement and (xii) otherwise to execute and deliver such documents and do such other documents, governmental certificates, agreements, and lien searches acts as any Lender Party such Officer may reasonably request.deem necessary or desirable to perform and carry out the obligations of the Company under the Issue and Subscription Agreement;
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 shall have received the 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 Lender requesting a Noteapplicable Lender;
(ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Dateeach Guarantor;
(iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Dateof its Subsidiaries, together with (A) appropriate UCC-1 and UCC-3 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement;
(iv) appropriate UCC and intellectual property search reports for new Mortgages executed by the Borrower and or any of its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the granting an Acceptable Security Interest in real properties of the Borrower and its SubsidiariesSubsidiaries 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 with respect to property insurance, or additional insured with respect to liability insuranceinsured, as applicable, and covering the Borrower’s and or its Subsidiaries’ Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3that are acceptable to the Administrative Agent;
(vivii) a certificate from an authorized officer of the Borrower dated as of the Closing 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 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 3.1 have been met or waived;
(viiviii) a secretary’s certificate from Borrower and each Credit Party Guarantor certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viiiix) certificates of good standing for the Borrower and each Credit Party Guarantor in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Effective Date;
(ixx) a legal opinions opinion of (A) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as special outside counsel to the Credit PartiesBorrower and the Guarantors, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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;
(xi) copies, certified by a Responsible Officer of the Borrower of the Teledrift APA and all other documents entered into among the parties thereto in connection with the Teledrift Acquisition; and
(xxii) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party 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, 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 and the LendersAgent:
(i1) this Agreement and all attached Exhibits and Schedules This Amendment duly executed by the Borrower, each Guarantor, the Administrative Agent, the Issuing Bank and the Notes Majority Lenders (calculated in accordance with the Commitments set forth on Schedule 2.01 attached hereto);
(2) a Revolving Note payable to each Lender requesting a Notein the amount of such Lender’s Revolving Commitment, as amended hereby;
(ii3) a supplement to the Guaranty executed Credit Agreement by the Borrower and all Subsidiaries existing on the Closing Dateeach Target pursuant to which each Target becomes a Guarantor;
(iii4) a supplement to the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateTarget, 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, and (C) any other documents, agreements, agreements or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the CollateralCollateral of each Target;
(iv5) appropriate UCC a supplement and intellectual property search reports amendment to the Pledge Agreement by the Borrower pledging to the Administrative Agent for the benefit of the Secured 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 reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiariessole discretion;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi7) a certificate from an authorized officer of the Borrower dated as of the Closing Effective Date stating that as from a Responsible Officer of such date the Borrower certifying that: (A) all before and after giving effect to this Amendment, the representations and warranties contained in Article IV of the Borrower set forth in this Credit Agreement and the other Loan Documents are true and correct in all material respects (respects, except for any representation and warranty that such materiality qualifier shall not be applicable to any representations and warranties that already are is qualified or modified 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 text thereof)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, and (B) before and after giving effect to this Amendment, no Default or Event of Default exists;
(8) 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 the resolutions described in clause (B) below, (B) no Default has occurred 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 continuing; a party, and (C) all conditions precedent set forth that such resolutions have not been modified, rescinded or amended and are in this Section 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutionsfull force and effect, (C) that the certificate or articles of incorporation or other organizational documentsdocuments 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) governmental approvals, if any, with respect as to the Credit Documents to which incumbency and specimen signature of each officer of such Person is a partyLoan Party executing this amendment or any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party;
(viii10) 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 good standing for each Credit Party Target in the state in which of organization of each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateTarget;
(ix12) legal opinions a favorable opinion dated as of (A) the Effective Date of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit 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) Miller, Canfield, Paddock as being in full force and Stone, P.L.C., as Michigan counsel to the Credit Parties, effect and (C) Hallthat no material term or condition thereof shall have been amended, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., modified or waived after the execution thereof except as Oklahoma counsel disclosed in writing to the Credit Parties, Administrative Agent and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance 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
(x16) such other documents, governmental certificates, agreements, certificates and lien searches agreements as any Lender Party 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, 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 and the LendersAgent:
(i1) this Agreement and all attached Exhibits and Schedules Amendment duly executed by the Borrower, each Guarantor, the Administrative Agent, and the Notes Lenders party hereto;
(2) a Revolving Note payable to each Lender requesting a Notein the amount of such Lender’s Revolving Commitment;
(ii3) the Guaranty Second Lien Intercreditor Agreement (as defined in the Credit Agreement attached hereto as Annex A) duly executed by the Borrower and all Subsidiaries existing on the Closing Dateparties thereto;
(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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi4) a certificate from an authorized officer of the Borrower dated as of the Closing Effective Date stating that as from a Responsible Officer of such date the Borrower certifying that: (A) all before and after giving effect to this Amendment, the representations and warranties contained in Article IV of the Borrower set forth in this Credit Agreement and the other Loan Documents are true and correct in all material respects (respects, except for any representation and warranty that such materiality qualifier shall not be applicable to any representations and warranties that already are is qualified or modified 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 text thereof)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 this Amendment, no Default has occurred and is continuing; or Event of Default exists, and (C) all conditions precedent set forth in this Section 3.1 5 have been met or waivedmet;
(vii5) a secretary’s certificate from each copy of the Second Lien Loan Agreement (as defined in the Credit Party certifying such Person’s Agreement attached hereto as Annex A) certified as of the Effective Date by a Responsible Officer (A) officers’ incumbencyas 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 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 resolutionsthe execution, delivery and performance of this Amendment and the other the Loan Documents to which 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 documentsdocuments 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) governmental approvals, if any, with respect as to the Credit Documents to which incumbency and specimen signature of each officer of such Person is a partyLoan Party executing this amendment or any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party;
(viii8) 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 good standing for each Credit Loan Party in the state in which of organization of each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateLoan Party;
(ix10) legal opinions a duly completed Compliance Certificate signed by a Responsible Officer demonstrating pro forma compliance as of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Effective Date with the covenant set forth in Sections 6.13 of the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., Agreement attached hereto as Michigan counsel to the Credit Parties, (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 AgentAnnex A; and
(x11) such other documents, governmental certificates, agreements, certificates and lien searches agreements as any Lender Party 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, 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 and the LendersAgent:
(1) (i) counterparts of this Agreement and all attached Exhibits and Schedules Amendment duly executed by each Borrower, the Lenders and the Notes payable to Administrative Agent and (ii) counterparts of the attached Acknowledgment and Reaffirmation duly executed by each Lender requesting a NoteMaterial Subsidiary;
(ii2) the Guaranty a new Note executed by the Borrowers in replacement of an existing Note previously delivered by the Existing Borrower and all Subsidiaries existing on the Closing Dateto any Lender, evidencing such Lender’s Advances;
(iii3) counterparts of the Security Agreement Parent Guaranty duly 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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralParent;
(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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi4) a certificate from an authorized officer a Responsible Officer of the Borrower Parent dated as of the Closing Effective Date hereof stating that as of such date (A) all representations and warranties of the Borrower Credit Parties set forth in this Agreement Amendment are true and correct in all material respects (except provided that (i) to the extent any representation and warranty expressly relates to a specific earlier date, such materiality qualifier shall not be applicable representation and warranty is true and correct in all material respects as of such earlier date and (ii) to the extent any representations representation and warranties that already are warranty is qualified as to “Material Adverse Change” or modified by materiality otherwise as to “materiality”, such representation and warranty is true and correct in the text thereofall respects), (B) no Default has occurred and is continuing, (C) the Merger has been consummated prior to or simultaneously with the effectiveness of this Amendment in accordance with the Merger Agreement; (D) 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 (CF) all conditions precedent set forth no governmental approvals, other than those approvals obtained in this Section 3.1 have been met or waivedconnection with the Merger, are necessary for the Parent, the Existing Borrower and each other Subsidiary of the Parent to enter into the Merger Agreement and the Loan Documents to which it is a party, perform its obligations thereunder, and consummate the Merger;
(vii5) a secretary’s certificate from each Credit Party of the Existing Borrower dated the Effective Date and certifying such Person’s (A) officers’ incumbencythe 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 resolutionsthe 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 documentsdocuments 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 (DC) governmental approvalsas to the incumbency and specimen signature of each officer of such Credit Party executing the Acknowledgment and Reaffirmation attached to this Amendment, if anyany 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, with respect to (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 which such Person is a partythe 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;
(viii) 8) certificates of good standing for each Credit Party in (a) the state jurisdiction in which such Credit Party is organized and (b) each jurisdiction in which such Person good standing is organizednecessary except where the failure to be in good standing could not reasonably be expected to result in a Material Adverse Change, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Datedate hereof;
(ix9) a legal opinions opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, outside counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent;
(A10) ▇a legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma 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 Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to Party in accordance with the terms set forth in Section 9.19 of the Credit Parties, each in form and substance reasonably acceptable to the Administrative AgentAgreement; and
(x12) such other documents, governmental certificates, agreements, and lien searches 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, 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 Notes, if requested by the applicable Lenders, payable to each applicable Lender requesting a Noteor its registered assigns;
(ii) the Guaranty executed by all Subsidiaries of the Borrower and all Subsidiaries existing on the Closing Effective Date;
(iii) the Pledge and Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateLoan Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Pledge and Security Agreement, 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 Administrative Agent and granting the Administrative Agent an Acceptable Security Interest in such Equity Interests, notes or instruments, as applicable;
(iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens Mortgages encumbering not less than 80% (other than Permitted Liensby value) encumbering the properties of the Borrower Loan Parties’ Proven Reserves 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 its SubsidiariesGas 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, and covering the Borrower’s and or its Subsidiaries’ Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3that are acceptable to the Administrative Agent;
(vi) a certificate from an authorized officer a Responsible Officer of the Borrower dated as of the Closing 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 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 a specified date shall be required to be true and correct only as of such specified date, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedmet;
(vii) a secretary’s certificate from a Responsible Officer of each Credit Loan Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Loan Documents to which 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 Credit Loan Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Effective Date;
(ix) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, L.L.P. as special outside counsel to the Credit Loan Parties, (B) Miller, Canfield, Paddock in form and Stone, P.L.C., as Michigan counsel substance reasonably acceptable to the Credit Parties, Administrative Agent;
(Cx) Hall, Estill, Hardwick, Gable, Golden & a legal opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.▇▇▇▇, P.C. as Wyoming Colorado counsel to the Credit Loan Parties, each 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
(xxv) such other documents, governmental certificates, agreements, lien release, UCC-3 Financing Statements, and lien searches as the Administrative Agent or any Lender Party 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 received, in form and substance satisfactory to Lenders, each of the following, duly executed executed:
(i) This Agreement;
(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 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 Borrower’s counsel dated as of the 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 parties theretoindependent directors of the board of directors of Parent Guarantor and Borrower;
(ix) the Registration Rights Agreement substantially in the form attached hereto as Exhibit A-6;
(x) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of responsible officers of each Loan Party as the Lenders may reasonably require evidencing the identity, authority and capacity of each responsible officer thereof authorized to act as a responsible officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party 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;
(xi) Lenders shall have received a certificate from a responsible officer of Borrower, 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 , certifying as 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 compliance 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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower conditions set forth in this Agreement are true and correct in all material respects clauses (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 thereofc), (Bd), (f) no Default has occurred and is continuing; and (Cg) all conditions precedent set forth in of this Section 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 Agent3.1; and
(xxii) 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 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, governmental certificates, agreements, and lien searches documents as Lenders may require under any Lender Party may reasonably requestother Section of this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Purple Innovation, Inc.), Credit Agreement (Purple Innovation, 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 Agent and the Lendersfollowing, duly executed:
(i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note;This Agreement.
(ii) the Guaranty executed A Line of Credit Note (if requested by the Borrower and all Subsidiaries existing on the Closing Date;Bank).
(iii) the Security Agreement The Guaranty and Collateral Agreement, duly executed by the Borrower and each Subsidiary existing on the Closing DateLoan Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementswith:
a. the certificates, if any, necessary representing pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank;
b. proper financing statements in form appropriate for filing with under 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 Uniform Commercial Code in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest effect in the 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 State of the Borrower and its Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated New York as of the Closing Date stating of all jurisdictions that as of such date (A) Bank may deem necessary or desirable in order to perfect the Liens created under the Guaranty and Collateral Agreement, covering the Collateral described in the Guaranty and Collateral Agreement;
c. evidence that all representations other action that Bank may deem necessary or desirable in order to perfect the Liens created under the Guaranty and warranties Collateral Agreement has been taken; and
d. within 30 days of the Borrower set forth 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 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 in connection with 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit other Loan Documents to which such Person Loan Party is a party or is to be a party;.
(viiiv) certificates of Such documents and certifications as Bank 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 for and qualified to engage in business in each Credit Party in jurisdiction where its ownership, lease or operation of properties or the state in which each conduct of its business requires such Person is organizedqualification, which certificates shall except to the extent that failure to do so could not reasonably be (A) dated expected to have a date not earlier than 30 days prior Material Adverse Effect with respect to Closing Date or (B) otherwise effective on the Closing Date;such Loan Party.
(ixvi) legal opinions A favorable opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPL.L.P., as special counsel to the Credit Loan Parties, addressed to Bank, covering such matters as may be reasonably requested by Bank in connection with herewith.
(vii) A certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all material consents and approvals of third parties that may be required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of 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) Millerthat there has been no event or circumstance since December 31, Canfield2017, Paddock and Stonethat has had or could be reasonably expected to have, P.L.C.either individually or in the aggregate, as Michigan counsel to the Credit Partiesa Material Adverse Effect, (C) Hallthat there has been no action, Estillsuit, Hardwickinvestigation or proceeding pending or, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Partiesknowledge of Borrower, and 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) Draythat Borrower does not have any Subsidiaries, Dyekmanother than (1) IDR Holdings, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.(2) Partners GP and (3) Partners and its direct and indirect Subsidiaries (E) that, as Wyoming counsel after giving pro forma effect to the Credit Partiesclosing of the transactions contemplated by this Agreement, each in form Borrower and substance reasonably acceptable its Applicable Subsidiaries do not have any indebtedness for borrowed money, other than with respect to the Administrative Agent; andindebtedness 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 Such other documents, governmental certificates, agreements, and lien searches documents as Bank may require under any Lender Party may reasonably requestother 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, 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 Notes, if requested by the applicable Lenders, payable to each applicable Lender requesting a Noteor its registered assigns;
(ii) the Guaranty executed by all Guarantors (other than the Borrower and all Subsidiaries Parent) existing on the Closing Date;
(iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement;
(iv) appropriate UCC (A) the Mortgages encumbering not less than 85% of PV10 of the Credit Parties’ Proven Reserves and intellectual property search reports for not less than 85% of PV10 of all the Borrower 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 Federal Reserve Board that are not material to the operations of the Oil and its Subsidiaries reflecting no prior Liens Gas Properties comprising such Proven Reserves), (other than Permitted LiensB) a certificate duly executed by a Responsible Officer, dated as of the Closing 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 properties of the Borrower and its SubsidiariesCogen 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, and covering insurance for the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by to be carried pursuant to Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viiivii) certificates of good standing for each Credit Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ixviii) (A) a legal opinion of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP as special counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent, and (B) a legal opinions of (A) ▇▇▇▇▇ 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, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special Kansas counsel to the Credit Parties, (B) Millerin each case, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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;
(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
(xxii) such other documents, governmental certificates, agreements, lien release, UCC-3 Financing Statements, and lien searches as any Agent or any Lender Party 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, 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 and the LendersAgent:
(i1) counterparts of this Agreement Amendment duly executed by the Borrower, 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 Effective Date hereof), the Administrative Agent, the Swingline Lender and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteIssuing Bank;
(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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi2) a certificate from an authorized officer a Responsible Officer of the Borrower dated as of the Closing Effective Date stating that as that, both immediately before and immediately after giving effect to this Amendment and the extension of such date the Commitments pursuant to this Amendment, (Ai) all representations and warranties of the Borrower set forth in this 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 that 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 (Bexcept 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 has shall have occurred and is be continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;
(vii3) a secretary’s certificate from each Credit Party 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 Person’s (A) officers’ incumbencyamendments, (Bii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing resolutions, (C) organizational documents, the execution and (D) governmental approvalsdelivery of this Amendment and the Loan Documents executed in connection herewith, if any, the 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;
(4) a certificate from a Responsible Officer of the Borrower dated the Effective Date and certifying that the conditions of Section 2.22 of the Credit Agreement with respect to the Credit Documents extension of the Maturity Date (other than with respect to which such Person is a partynotices and timing), have been satisfied;
(viii5) such documents and certificates of as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing for each Credit Party in of the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateBorrower;
(ix6) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to for the Credit PartiesBorrower, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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
(x7) such other documents, documents and governmental certificates, agreements, and lien searches certificates as any the Lender Party Parties may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Diamond Offshore Drilling Inc)
Documentation. The Administrative Agent Lenders shall have received the 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 Schedules), the Notes Security Agreement, to the extent requested by any Lender, a Note payable to each Lender requesting a Note;
(ii) such Lender, the Guaranty executed by the Borrower Collateral Assignment and all Subsidiaries existing on other applicable Credit Documents. In connection with the Closing Date;
(iii) execution and delivery of the Security Agreement executed by Documents, the Borrower and each Subsidiary existing on the Closing Date, together with Lenders shall:
(A) appropriate UCC-1 financing statements be satisfied that the Interim DIP Order and intellectual property security agreementsany 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 Interim DIP Order (subject only to Permitted Liens) on all of the tangible and intangible Property of the Credit Parties other than the Excluded Collateral; and
(B) have received (or its bailee pursuant to the DIP Order has received) certificates, 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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral;Guarantors.
(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 Subsidiaries;
(vii) certificates of insurance naming the Administrative Agent as loss payee in compliance with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.35.3(b) of this Agreement;
(viiii) a certificate from an authorized officer of each of the Borrower Credit Parties dated as of the Closing Effective Date stating that as of such date (A) all representations and warranties of the Borrower such Credit Party set forth in this Agreement and the 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)respects, (B) no Default has occurred such Credit Party shall have performed and is continuing; complied with all covenants and conditions required herein to be performed or complied with by it prior to the date hereof and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedno Default then exists;
(viiiv) a secretary’s certificate from each Credit Party certifying such PersonCredit Party’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person the Borrower is a party;
(viiiv) certificates of good standing for each Credit Party in the state in which each such Person is incorporated or organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Effective Date;
(ixvi) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, LLP as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 AgentLenders; and
(xvii) such other documents, governmental certificates, agreements, and lien searches as any Lender Party 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 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 Agent and the Lendersfollowing, duly executed by all applicable parties:
(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 authoritiesThis Agreement, (B) certificatesthe Note, 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 (C) the Security Agreement, and (CD) any other documentsthe Securities Account Control Agreement.
(ii) A certificate of the Secretary of Borrower certifying as to the Organizational Documents (which, agreementsto the extent filed with a Governmental Authority, or instruments necessary to createshall be certified as of a recent date by such Governmental Authority), perfect or maintain an Acceptable Security Interest in the Collateral;resolutions of the governing body of the Borrower, the good standing of the Borrower and of the incumbency (including specimen signatures) of the responsible officers of the Borrower.
(iii) Certificates of Liability and Property Insurance.
(iv) appropriate UCC and intellectual property search reports An opinion or opinions of counsel for the Borrower Borrower, addressed to Bank, and its Subsidiaries reflecting no prior Liens covering such matters as are reasonably requested by Bank.
(other than Permitted Liensv) encumbering A certificate as to the properties solvency of the Borrower and its Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;Consolidated Group.
(vi) Results of a certificate from an authorized 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 applicable Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of Borrower dated as are free and clear of the Closing 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 any Lien (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 thereoffor Liens permitted hereunder), (B) 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 from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, Evidence that $55,000,000 of US Government Money Market Funds and/or FDIC Institutional Insured Liquid Deposits have been deposited and (D) governmental approvals, if any, with respect to remain in the Credit Documents to which such Person is a party;Pledged Account.
(viii) certificates Evidence of good standing for each Credit Party the repayment in the state in which each such Person is organizedfull of, which certificates shall be and release of all security interests relating to (A) that certain Manufacturing Support Agreement, dated a date not earlier than 30 days prior to Closing Date or as of November 7, 2020 (as amended), by and among Borrower and the Economic Development Board of the Republic of Singapore and (B) otherwise effective on the Closing Date;that certain Loan and Security Agreement, dated as of October 12, 2018 (as amended), by and among Borrower and Western Alliance Bank.
(ix) legal opinions A Notice of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestAccount 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 Agent’s receipt of the following, duly each of which shall 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 and each of the Lenders:
(i) executed counterparts of this Agreement and all attached Exhibits and Schedules and the Notes payable to Agreement;
(ii) a Note executed by each Borrower in favor of 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 Datesuch certificates of resolutions or other action, 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 incumbency certificates and/or other certificates of the issued and outstanding Equity Interests Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of the Borrower’s Subsidiaries required each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Security Agreement, and (C) any other documents, agreements, or instruments necessary Loan Documents to create, perfect or maintain an Acceptable Security Interest in the Collateralwhich such Borrower is a party;
(iv) appropriate UCC such documents and intellectual property search reports for 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 Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties jurisdiction of the Borrower and its Subsidiariesorganization;
(v) certificates favorable opinions of insurance naming ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ LLP and such local counsel as the Administrative Agent shall request, in each case addressed to the Administrative Agent and each Lender, as loss payee with respect to property insurance, or additional insured with respect to liability insurance, such matters concerning the Borrowers and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks Loan Documents as required by Section 5.3the Required Lenders may reasonably request;
(vi) a certificate from an authorized officer of the a Responsible Officer of each Borrower dated as of the Closing Date stating that as of such date either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Borrower and the validity against such Borrower of 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 the each Borrower set forth contained in this Agreement 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 materiality qualifier shall not be applicable to any representations representation or warranty is true and warranties that already are qualified or modified by materiality correct in the text thereof)all respects, (B) that no Default has occurred and is continuing; and (C) all conditions precedent set forth in exists as of the Closing Date or would result from the effectiveness of this Section 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutionsAgreement, (C) organizational documentsthat there does not exist any pending or threatened action, and 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) governmental approvalsthat 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, if anyeither individually or in the aggregate, with respect a Material Adverse Effect and (E) as to the Credit Documents to which such Person is a party;current Debt Rating and Consolidated Leverage Ratio; and
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organizedother assurances, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date certificates, documents, consents or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 documents, governmental certificates, agreements, and lien searches as any Lender Party Agent or the Lenders reasonably may reasonably requestrequire.
Appears in 2 contracts
Sources: Credit Agreement (Mastec Inc), 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 reasonably satisfactory to the Administrative Agent and the Lenders:
(i) this Agreement and all attached Exhibits and Schedules and the Notes Notes, if requested by the applicable Lenders, payable to the order of each Lender requesting a Noteapplicable Lender;
(ii) the Guaranty executed by all Restricted Subsidiaries of the Borrower and all Subsidiaries existing on the Closing Effective Date;
(iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement (other than Collateral the perfection of which is not required as per the express terms of the Security Agreement);
(iv) appropriate UCC a Custodial Agreement executed by the Borrower, the Administrative Agent, and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties each employee of the Borrower and its SubsidiariesCredit 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 and or its Subsidiaries’ Restricted Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks as that are required by Section 5.3hereunder;
(vi) a certificate from an authorized officer a Responsible Officer of the Borrower dated as of the Closing 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 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), 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 only as of such specified date, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedexpressly waived in writing;
(vii) a secretary’s or assistant secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the each state in which each such Person is organized, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Effective Date;
(ix) a legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 opinion in form and substance reasonably acceptable to the Administrative AgentAgent 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; and
(xi) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party 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 On or before the Effective Date, the Administrative Agent shall have received the following, following duly executed by all the applicable parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and where applicable, in sufficient copies for each Lender:
(i) this Agreement and all its attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules;
(ii) if requested by any Lender, a Note payable to such Lender in the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Dateamount of its Commitment;
(iii) amendments to the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateDocuments including, together with without limitation, (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authoritiesPledge Agreement, (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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralMortgages requested by the Administrative Agent;
(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 SubsidiariesGuaranty;
(v) stock certificates of insurance naming 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 as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;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 from an authorized officer of the Borrower dated as of the Closing Effective Date from a Responsible Officer stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement and each of the other Credit Documents to which it is a party are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations respects; 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 3.1 have been met or waived;
(viiviii) a secretary’s certificates of insurance naming the Administrative Agent as loss payee or additional insured, as applicable, evidencing insurance which meets the requirements of this Agreement and the Security Documents;
(ix) an omnibus certificate from each Credit Party of the secretary or assistant secretary of the Ultimate General Partner certifying such Person’s as of the Effective Date (A) officers’ incumbencythe existence of the Borrower, the General Partner, the Ultimate General Partner and each Guarantor, (B) authorizing resolutionsthe organizational documents of the Borrower, the General Partner, the Ultimate General Partner and each Guarantor, (C) organizational documentsthe resolutions of the governing body of the Ultimate General Partner or such Guarantor, as applicable, approving this Agreement and the other Credit Documents to which the Borrower or such Guarantor is a party, and the related transactions, and (D) governmental approvalsall documents evidencing other necessary corporate, partnership or limited liability company action, if any, with respect to this Agreement and the other Credit Documents executed and delivered on or before the date hereof;
(x) an omnibus certificate of a Secretary or an Assistant Secretary of the Ultimate General Partner dated as of the Effective Date certifying the names and true signatures of (A) the officers of the Ultimate General Partner authorized to sign this Agreement, the Notes (if any), the Notices of Borrowing and the other 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 such Person Guarantor is a partyparty on behalf of such Guarantor;
(viiixi) certificates of good standing standing, existence, and authority for the Borrower, the General Partner, the Ultimate General Partner, and each Credit Party in of the state Guarantors from each of (A) the states in which the Borrower, the General Partner, the Ultimate General Partner, and each of the 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 organized, which certificates shall required to be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Datequalified in such jurisdiction;
(ixxii) legal results of 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) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPL.L.P., as special outside Texas counsel to the Credit PartiesBorrower, and (B) Millerlocal counsel in Kansas, CanfieldNew Mexico, Paddock Oklahoma and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 AgentAgent 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 financial statements or information described in Section 4.05; and
(xxv) such other documents, governmental certificates, agreements, documents and lien searches agreements as any Lender Party the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Third Amended and Restated Credit Agreement (HF Sinclair Corp)
Documentation. The On the Closing Date, the Administrative Agent shall have received each of the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent:
(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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 A certificate of the Borrower and its Subsidiaries;
(v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurancesigned by an Authorized Officer, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (Aw) 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)respects, (Bx) 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 Administrative Agent;
(ii) A certificate dated the Closing Date and is continuingsigned by the Secretary or an Assistant Secretary of the Borrower, certifying as appropriate as to: (a) all action taken by the Borrower in connection 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 (Cc) 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 signed by an Authorized Officer of the Borrower and Issuer and all conditions precedent set forth in this Section 3.1 have been met or waivedappropriate financing statements;
(v) A certificate of the officers of the Issuer covering such matters to the reasonable satisfaction of Note Counsel and the Administrative Agent;
(vi) Certified copies of the FERC Order and the IURC Order.
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencyA written opinion of Note Counsel, (B) authorizing resolutionsdated the Closing Date, (C) organizational documentscovering federal income tax matters relating to interest on the Notes, the defeasance of the bonds being refunded as part of the 2015A Project and 2015B Project, and (D) governmental approvalsother matters, if any, with respect in form and substance acceptable to the Credit Documents to which such Person is a partyAdministrative Agent and its counsel;
(viii) certificates A written opinion of good standing counsel for each Credit Party the Borrower, dated the Closing Date and in the state form set forth in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateSchedule 4.1(a);
(ix) legal opinions A written opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to for the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 Issuer in form and substance reasonably 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
(xxii) 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 last day of the fiscal quarter of 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 other documents, governmental certificates, agreements, and lien searches transactions as any Lender Party the Administrative Agent or 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 thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent:
(i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules;
(ii) the Guaranty executed Revolving Notes and the Swing Line Note, if requested by the Borrower and all Subsidiaries existing on the Closing Dateapplicable Lender;
(iii) the Security Agreement Guaranty executed by each Guarantor;
(iv) the Borrower and Security Agreements executed by each Subsidiary existing on the Closing DateCredit Party, 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 authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the Collateral;
(iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior that is superior to all other Liens (other than Permitted Liens) encumbering in the properties of Collateral described in the Borrower and its SubsidiariesSecurity 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 naming issued by the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and applicable insurance carriers covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriersRestricted Subsidiaries Properties, for such amounts and covering such risks as required that are contemplated by Section 5.3;
(vivii) a certificate from an authorized officer a Responsible Officer of the Borrower dated as of the Closing 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 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 3.1 have been met or waived;
(viiviii) a certificate from a Financial Officer of the Borrower certifying that, before and after giving effect to the Borrowings contemplated hereunder, the Borrower and each of its Restricted Subsidiaries, taken as a whole, 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 Credit Party Guarantor certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documentsOrganization Documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viiix) certificates of good standing for the Borrower and each Credit Party Guarantor in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier sooner than 30 thirty (30) days prior to Closing Date or (B) otherwise effective on the Closing Effective Date;
(ixxi) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden Fulbright & ▇▇▇▇▇▇▇▇, P.C., as Oklahoma L.L.P. 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
(xxii) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent and the Collateral 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 Collateral Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) counterparts of this Agreement and all attached Exhibits and Schedules and the Notes Agreement, a Note payable to each Lender requesting a Notein the amount of its Commitment, if requested by such Lender, the Guaranty, the Security Agreement, the Intercreditor Agreement, and, subject to Section 5.17, each of the other Loan Documents, including all attached exhibits and schedules;
(ii) a favorable opinion of the Guaranty executed by Loan Parties’ counsel dated as of the Borrower and all Subsidiaries existing on date of this Agreement covering matters as the Closing DateAdministrative Agent may reasonably request;
(iii) copies, certified as of the Security date of this Agreement executed by the Borrower and a Responsible Officer of each Subsidiary existing on the Closing Date, together with Loan Party of (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authoritiesresolutions of the Board of Directors (or other applicable governing body) of such Loan Party approving the Loan Documents to which it is a party, (B) certificatesthe partnership agreement, together with undatedarticles or certificate of incorporation, blank stock powers for each or certificate of formation (as applicable) and the limited liability company agreement, operating agreement, partnership agreement or bylaws (as applicable) of such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security AgreementLoan Party, and (C) any all other documents, agreements, or instruments documents evidencing other necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral;
(iv) appropriate UCC corporate action and intellectual property search reports for the Borrower necessary and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvalsGovernmental Approvals, if any, with respect to the Credit Initial Acquisition, the Loan Documents to which such Person Loan Party is a party and the other transactions contemplated hereby;
(iv) certificates of a Responsible Officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other Loan Documents to which such Loan Party is a party;
(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) certificates evidencing the Equity Interests, if any, required in connection with the Security Agreement and powers executed in blank for each such certificate;
(vii) insurance certificates in compliance with Section 5.02 and otherwise reasonably satisfactory to the Administrative Agent;
(viii) certificates of good standing for each Credit Loan Party in the each state in which each such Person is organized, which certificates certificate shall be (A) dated a date not earlier sooner than 30 days prior to Closing Date or the date of this Agreement and (B) otherwise effective on the Closing Date;
(ix) legal opinions a solvency certificate dated as of the date of this Agreement from the Chief Financial Officer or Treasurer of the Borrower in substantially the form attached as Exhibit I;
(Ax) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, a certificate executed by a Responsible Officer of the Borrower certifying as special counsel to the Credit Partiesmatters set forth in Sections 3.01(e), (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Partiesf), (Ch), (i) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (Dk) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each below; and
(xi) a funds flow memorandum in form and substance reasonably acceptable to the Administrative Agent; and
(x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party 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 reasonably satisfactory to the Administrative Agent and the Lenders:
(i) this Agreement and all attached Exhibits and Schedules hereto and the Notes Notes, if requested by the applicable Lenders, payable to each applicable Lender requesting a Noteor its registered assigns;
(ii) the Guaranty executed by all Restricted Subsidiaries of the Borrower and all Subsidiaries existing on the Closing Effective Date;
(iii) the Pledge and Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateLoan Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Pledge and Security Agreement, including, but not limited to, a pledge by the Borrower and Guarantors of any rights, title or interest in the Equity Interest owned by the Borrower and Guarantors, 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 Administrative Agent and granting the Administrative Agent an Acceptable Security Interest in such Equity Interests, notes or instruments, as applicable;
(iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens Mortgages encumbering not less than 95% (other than Permitted Liensby value) encumbering the properties of the Borrower Loan Parties' Proven Reserves described in the Initial Internal 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 its SubsidiariesGas 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, and covering the Borrower’s 's and its Subsidiaries’ Restricted Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3that are acceptable to the Administrative Agent;
(vi) a certificate from an authorized officer a Responsible Officer of the Borrower dated as of the Closing Effective Date stating that as of such date (A) all representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan 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 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 such specified date, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 and in Section 3.2 have been met or waivedmet;
(vii) a secretary’s certificate from a Responsible Officer of each Credit Loan Party certifying such Person’s 's (A) officers’ ' incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvalsapprovals other than the Confirmation Order, if any, with respect to the Credit Loan Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Loan Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date Effective Date, or (B) otherwise effective on the Closing Effective Date;
(ix) a legal opinions opinion of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, LLP as special outside counsel to the Credit Loan Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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;
(x) a legal opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Law PC, as local Colorado and Wyoming counsel to the Borrower, in form and substance reasonably acceptable to the Administrative Agent;
(xi) a reasonably satisfactory Initial Internal Reserve Report (it being agreed that the reserve report dated as of October 1, 2020 previously provided by the Borrower to the Administrative Agent is reasonably satisfactory);
(xii) Subject to Section 5.16(c), Account Control Agreements executed by the relevant Loan Party, the Administrative Agent and the depositary bank, securities intermediary or commodity intermediary, as applicable, in form and substance acceptable to the Administrative Agent and creating an Acceptable Security Interest in each Deposit Account, Securities Account and Commodity Account owned by the Loan Parties, in each case, other than Excluded Accounts; and
(xxiii) such other documents, governmental certificates, agreements, lien release, UCC-3 financing statements, and lien searches as the Administrative Agent or any Lender Party 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 reasonably satisfactory to the Administrative Agent and the Lenders:
(i) this Agreement and all attached Exhibits and Schedules and the Notes Notes, if requested by the applicable Lenders, payable to each applicable Lender requesting a Noteor its registered assigns;
(ii) the Guaranty executed by all Subsidiaries of 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 DateRestricted Credit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement;
(iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering Pledge Agreement executed by the properties Parent together with any certificated membership interests representing the Equity Interests of the Borrower and its Subsidiariesexecuted interest powers in blank;
(v) the Mortgages encumbering at least 85% by value of the Restricted Credit Parties’ Proven Reserves described in the initial Independent Engineer’s Report;
(vi) 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 and 's or its Subsidiaries’ Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3that are acceptable to the Administrative Agent;
(vivii) a certificate from an authorized officer of the Borrower dated as of the Closing 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 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 a specified date shall be required to be true and correct only as of such specified date, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedmet;
(viiviii) a secretary’s 's certificate from each Credit Party certifying such Person’s 's (A) officers’ ' incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viiiix) certificates of good standing for each Credit Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Date;
(ixx) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, L.L.P. as special outside counsel to the Credit Parties, (B) Miller, Canfield, Paddock in form and Stone, P.L.C., as Michigan counsel substance reasonably acceptable to the Credit Parties, Administrative Agent;
(Cxi) Hall, Estill, Hardwick, Gable, Golden & a legal opinion of ▇▇▇▇▇ ▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming local Colorado counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent;
(xii) a legal opinion of Browstein Hyatt ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP as local Nevada counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent;
(xiii) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. as local North Dakota counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent;
(xiv) the initial Independent Engineer's Report dated effective as of a date acceptable to the Administrative Agent;
(xv) evidence of the distribution of the Equity Interests of Integrated Operating Solutions, LLC from the Borrower to the Parent;
(xvi) evidence of the distribution of the Equity Interests of Leaf Minerals, LLC from the Borrower to the Parent; and
(xxvii) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party 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 reasonably satisfactory to the Administrative Agent and the Lenders:
(i) this Agreement and all attached Exhibits and Schedules and the Revolving Notes payable to the order of each Lender requesting a Noteapplicable Lender;
(ii) the Guaranty executed by each Subsidiary of the Borrower and all Subsidiaries existing on the Closing Effective Date;
(iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement;
(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 Subsidiaries;
(v) certificates of insurance naming the Administrative Agent as lender’s loss payee with respect to property insurance, or and additional insured with respect to liability insurance, and covering the Borrower’s and or its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3that are acceptable to the Administrative Agent;
(viv) a certificate from an authorized officer of the Borrower dated as of the Closing 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 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)correct, (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.1(b) and (e) have been met or waivedmet;
(viivi) a secretary’s certificate from each Credit Party and the General Partner certifying such Person’s (A) officers’ incumbency, (B) resolutions of its Board of Directors, members, general partner or other body authorizing resolutionsthe execution, (C) organizational documents, delivery and (D) governmental approvals, if any, with respect to performance of the Credit Documents to which such Person it is a party, and (C) Organization Documents;
(viiivii) certificates of good standing (or the substantive equivalent available) for the General Partner and each Credit Party from the appropriate governmental officer in the state each jurisdiction in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Effective Date;
(ixviii) legal opinions of (A) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ US LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇Weld ▇▇▇▇▇, P.C.S.C., as Oklahoma Wisconsin counsel to the Credit Parties, and (DC) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.Business Law, as Wyoming Pennsylvania counsel to the Credit Parties, Parties each in form and substance reasonably acceptable to the Administrative Agent; and
(xix) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.
Appears in 1 contract
Documentation. The US Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the US Administrative Agent and the Lenders:
(i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules;
(ii) the Guaranty executed Notes payable to the order of each applicable Lender, as requested by the Borrower and all Subsidiaries existing on the Closing Datesuch Lender;
(iii) the US Subsidiary Guaranty and the Canadian Guaranty;
(iv) the US Security Agreement executed by and the Borrower and each Subsidiary existing on the Closing DateCanadian Security Agreement, together with (A) appropriate UCC-1 and UCC-3 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 SubsidiariesCollateral described in such Security Agreements;
(v) certificates of insurance naming the Administrative Agent as loss payee US Pledge Agreement together with respect to property insurancestock 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 additional insured with respect instruments necessary to liability insurancecreate, and covering perfect or maintain an Acceptable Security Interest in the Borrower’s and its Subsidiaries’ Properties with Collateral described in the such insurance carriers, for such amounts and covering such risks as required by Section 5.3Pledge 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 Borrower Company dated as of the Closing Effective Date stating that as of such date (A) all representations and warranties of the Borrower Company 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 3.1 have been met or waived;
(viiA) a secretary’s certificate from each Credit Party (other than a Foreign Credit Party) certifying such Person’s (Ai) officers’ incumbency, (Bii) authorizing resolutions, (Ciii) organizational documents, and (Diii) governmental approvals, if any, with respect to the 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 Canadian Administrative Agent;
(viiixi) certificates of good standing for each Credit Party (other than Foreign Subsidiary Guarantors that are not Canadian entities) in (a) the state state, province or territory in which each such Person is organizedorganized 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 Material Adverse Change, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Effective Date;
(ixxii) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special L.L.P. outside counsel to the Credit Parties, (B) Miller, Canfield, Paddock in form and Stone, P.L.C., as Michigan counsel substance reasonably acceptable to the US Administrative Agent;
(xiii) a legal opinion of solicitors of each Credit Parties, (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 Party domiciled in Canada or any province thereof in form and substance reasonably acceptable to the Administrative AgentAgents; and
(xxiv) such other 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, 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 Lender requesting a Noteapplicable Lender;
(ii) the Guaranty executed by the Borrower Parent and all Subsidiaries of the Parent existing on the Closing DateDate (other than the Borrower);
(iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement;
(iv) appropriate UCC Mortgages executed by the applicable Credit Party granting an Acceptable Security Interest in real properties that are owned by the Credit Parties 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 Subsidiarieslisted 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 accompanying notice of such assignment to the applicable insurance provider, and the acceptance of such assignment by such insurance provider, all in form and substance satisfactory to the Administrative Agent;
(vi) 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 and 's or its Subsidiaries’ Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3that are acceptable to the Administrative Agent;
(vivii) a certificate from an authorized officer of the Borrower dated as of the Closing 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 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 3.1 have been met or waived;
(viiviii) a secretary’s 's certificate from each Credit Party certifying such Person’s 's (A) officers’ ' incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viiiix) certificates of good standing for each Credit Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Effective Date;
(ixx) a legal opinions opinion of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, LLP as special outside counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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;
(xi) copies, certified by a Responsible Officer of the Borrower of the ▇▇▇▇▇▇ PSA and all other documents entered into among the parties thereto in connection with the ▇▇▇▇▇▇ Acquisition; and
(xxii) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Boots & Coots International Well Control 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, following duly executed by all the applicable parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersBanks, and where applicable, in sufficient copies for each Bank:
(i) this Agreement and all its attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules;
(ii) a Note payable to the Guaranty executed by order of each Bank in the Borrower and all Subsidiaries existing on the Closing Dateamount of its Commitment;
(iii) the Security Agreement executed by the Borrower Documents and each Subsidiary existing on the Closing Dateall their attached Exhibits and Schedules, together with including, without limitation, (A) the Pledge Agreements, (B) the Security Agreements, and (C) the Mortgages;
(iv) the Guaranties;
(v) stock certificates 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 or other transfer documents for each such certificate endorsed in blank to the Administrative Agent;
(vi) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary or UCC-3 Financing Statements covering the Collateral 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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral;
(ivvii) appropriate UCC and intellectual property search reports for a Notice of Borrowing with respect to the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiariesinitial Borrowing;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(viviii) a certificate from an authorized officer of the Borrower dated as of the Closing Date date of the initial Borrowing from a Responsible Officer stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement and each of the other Credit Documents to which it is a party 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), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waivedmet;
(viiix) certificates of insurance naming the Administrative Agent as loss payee or additional insured, as applicable, evidencing insurance which meets the requirements of this Agreement and the Security Documents;
(x) a secretary’s certificate from each Credit Party of the secretary or assistant secretary of the General Partner certifying such Person’s as of the date of the initial Borrowing (A) officers’ incumbencythe existence of the Borrower and the General Partner, (B) authorizing resolutionsthe Borrower Partnership Agreement and the other organizational documents of the Borrower, (C) organizational documentsthe General Partner's Certificate of Organization and Regulations, (D) the resolutions of the General Partner approving this Agreement, the Notes, the other Credit Documents, and the related transactions on behalf of the Borrower, and (DE) governmental approvalsall documents evidencing other necessary corporate, partnership or limited liability company action, if any, with respect to this Agreement, the Notes, and the other Credit Documents executed and delivered on or before the date hereof;
(xi) a certificate of a Secretary or an Assistant Secretary of the General Partner of the Borrower dated as of the date of the initial Borrowing certifying the names and true signatures of the officers of the General Partner authorized to sign this Agreement, the Notes, the Notice of Borrowing and the other Credit Documents on behalf of the Borrower;
(xii) certificates of the secretary or assistant secretary of each of the Guarantors certifying as of the date of the initial Borrowing (A) the organizational documents of such Guarantor, (B) the resolutions of the governing body of such Guarantor approving this Agreement, the Guaranty, the other Credit Documents to which such Person Guarantor is a party, and the related transactions, and (C) all other documents evidencing other necessary corporate, partnership or limited liability company action, if any, with respect to this Agreement, the Guaranty, and the other Credit Documents to which such Guarantor is a party executed and delivered on or before the date hereof;
(viiixiii) certificates of a Secretary or an Assistant Secretary of each Guarantor dated as of the date of the initial Borrowing certifying the names and true signatures of the officers of such Guarantor authorized to sign this Agreement, the Guaranty and the other Credit Documents to which such Guarantors is a party on behalf of such Guarantor;
(xiv) certificates of good standing standing, existence, and authority for the Borrower, the General Partner, the Limited Partner, and each Credit Party in of the state Guarantors from each of the states in which the Borrower, the General Partner, the Limited Partner, and each such Person of the Guarantors is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date either organized or (B) otherwise effective on the Closing Datedoes business;
(ixxv) legal results of lien, tax, and judgment searches of the UCC Records of the Secretary of State and applicable counties of jurisdictions selected by the Administrative Agent, including, but not limited to, the states of Arizona, Colorado, Idaho, New Mexico, Texas, and Utah from a source acceptable to the Administrative Agent and reflecting no Liens (other than Permitted Liens) against any of the Collateral other than in favor of the Administrative Agent;
(xvi) favorable opinions of (Aa) Vinson & Elkins L.L.P., outside Texas counsel to the Borrower, and (b) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇Gl▇▇▇▇, P.C.General Counsel of the Borrower, in each case dated as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, o▇ ▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming of the initial Borrowing and in a form reasonably acceptable to Administrative Agent and covering the Borrower and the Guarantors;
(xvii) favorable opinions of outside counsel to the Credit PartiesBorrower and its Subsidiaries in all jurisdictions selected by the Administrative Agent and in which Collateral subject to a Mortgage and Security Agreement is located, in each case dated as of the date of the initial Borrowing and in a form and substance reasonably acceptable to the Administrative Agent;
(xviii) the Borrower Financial Statements and the other financial statements or information described in Section 4.05; and
(xxix) such other documents, governmental certificates, agreements, documents and lien searches agreements as any Lender Party the Administrative Agent may reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent and the Collateral 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 Collateral Agent and the Lenders, and, where applicable, in sufficient copies for each Lender:
(i) counterparts of this Agreement and all attached Exhibits and Schedules and the Notes Agreement, a Note payable to each Lender requesting a Notein the amount of its Commitment, if requested by such Lender, the Guaranty, the Security Agreement, and each of the other Loan Documents, including all attached exhibits and schedules;
(ii) a favorable opinion of the Guaranty executed by Loan Parties’ counsel dated as of the Borrower and all Subsidiaries existing on date of this Agreement covering matters as the Closing DateAdministrative Agent may reasonably request;
(iii) copies, certified as of the Security date of this Agreement executed by the Borrower and a Responsible Officer of each Subsidiary existing on the Closing Date, together with Loan Party of (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authoritiesresolutions of the Board of Directors (or other applicable governing body) of such Loan Party approving the Loan Documents to which it is a party, (B) certificatesthe partnership agreement, together with undatedarticles or certificate of incorporation, blank stock powers for each or certificate of formation (as applicable) and the limited liability company agreement, operating agreement, partnership agreement or bylaws (as applicable) of such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security AgreementLoan Party, and (C) any all other documents, agreements, or instruments documents evidencing other necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral;
(iv) appropriate UCC corporate action and intellectual property search reports for the Borrower necessary and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvalsGovernmental Approvals, if any, with respect to the Credit CVRR Units Purchase, the Loan Documents to which such Person Loan Party is a party and the other transactions contemplated hereby;
(iv) certificates of a Responsible Officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other Loan Documents to which such Loan Party is a party;
(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) to the extent certificated, certificates evidencing the Equity Interests required in connection with the Security Agreement and powers executed in blank for each such certificate;
(vii) [reserved];
(viii) certificates of good standing for each Credit Loan Party in the each state in which each such Person is organized, which certificates certificate shall be (A) dated a date not earlier sooner than 30 days prior to Closing Date or (B) otherwise effective on the Closing Datedate of this Agreement;
(ix) legal opinions a solvency certificate dated as of the date of this Agreement from the Chief Financial Officer or Treasurer of the Borrower in substantially the form attached as Exhibit H;
(Ax) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, a certificate executed by a Responsible Officer of the Borrower certifying as special counsel to the Credit Partiesmatters set forth in Sections 3.01(e), (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Partiesf), (Ch), (i) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (Dk) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each below; and
(xi) a funds flow memorandum in form and substance reasonably acceptable to the Administrative Agent; and
(x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (CVR Energy Inc)
Documentation. The Administrative Agent shall have received the 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 Notes, if requested by the applicable Lenders, payable to each applicable Lender requesting a Noteor its registered assigns;
(ii) the Guaranty executed by the Borrower and all Subsidiaries of the Parent (other than the Borrower) existing on the Closing Date;
(iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement;
(iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens Mortgages (other than Permitted Liensor amendments or supplements to existing Mortgages) encumbering the properties not less than 90% (by PV10) of the Borrower Credit Parties’ Proven Reserves and its Subsidiariesnot less than 90% (by PV10) of all the Credit Parties’ PDP Reserves, in each case, as evaluated in the initial Independent Engineering 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 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, and covering insurance for the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by to be carried pursuant to Section 5.3;
(vi) a certificate from an authorized officer a Responsible Officer of the Borrower and the Parent dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower any Credit Party set forth in this Agreement and in each of the 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 contained in Section 4.20 and 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 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 contained in Section 4.20 and any representations and warranties that already are qualified or modified by materiality in the text thereof) only as of such specified date, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 Sections 3.1(b), (d) and (f) have been met or waivedmet;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇, L.L.P. as special outside counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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) the initial Independent Engineering Report dated no earlier than December 1, 2016, 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 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 any Lender Party may reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the followingBorrower and the Lenders, and the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, and, with respect to this Agreement, all Guaranties and the LendersEnvironmental Indemnities, in sufficient copies for each Lender:
(i) this Agreement and all attached Exhibits and Schedules the Guaranties and the Notes payable to each Lender requesting a NoteEnvironmental Indemnities;
(ii) the Guaranty Security Documents (or amendments thereto) to the extent applicable executed by the Borrower Borrower, the Parent and all Subsidiaries existing on the Closing Dateother Guarantors granting to the Administrative Agent for the benefit of the Lenders an Acceptable Lien in the Collateral, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary or desirable to create an Acceptable Lien in the Collateral, provided that in the Administrative Agent’s discretion certain Security Documents necessary for the granting to the Administrative Agent for the benefit of the Lenders of an Acceptable Lien in Ownership Interests in Persons which are domiciled outside the United States may be executed and delivered within ten (10) Business Days of the Closing;
(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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer a Responsible Officer of the Parent on behalf of the Borrower dated as of the Closing Date stating that as of such date the Closing 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 (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), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, waived in writing; and (D) governmental approvalsto the best of the Borrower’s knowledge there are no claims, if anydefenses, with respect 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 each corporation and limited liability company that is either a Guarantor or a general partner or manager of a Guarantor dated as of the date of this Agreement certifying as of the Closing Date (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;
(viii) certificates of good standing for each Credit Party party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Partiescapacity therein indicated, (B) Miller, Canfield, Paddock resolutions of the Board of Directors or the members of the Parent and Stone, P.L.C., as Michigan counsel such other Persons with respect to the Credit Partiestransactions herein contemplated, (C) Halleither (x) the copies of the organizational documents of the Parent, Estillthe Borrower 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, Hardwickthe Borrower or any such other Persons made since such date, Gableand (D) a true and correct copy of all partnership, Golden & corporate or limited liability company authorizations necessary or desirable in connection with the transactions herein contemplated;
(v) (A) one or more favorable written opinions of ▇▇▇▇▇▇▇, P.C.Diamond & Ash, as Oklahoma special counsel to for the Credit PartiesBorrower, the Parent, and (D) Draytheir Subsidiaries, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in a form and substance 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 (B) such other legal opinions as either of 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, provided that in the Administrative Agent’s discretion certain legal opinions related to Persons which are domiciled outside the United States may be executed and delivered within ten (10) Business Days of the Closing;
(vi) a Compliance Certificate dated as of the Closing Date reflecting for the financial tests covered therein the financial performance for the Borrower for the Rolling Period ended September 30, 2004, together with a certificated pro forma balance sheet of the Parent as of the Closing Date assuming the Pre-Existing Designated Indebtedness had been repaid, duly completed and executed by the Chief Financial Officer or Treasurer of the Parent;
(vii) the MHC Letter; and
(xviii) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Interstate Hotels & Resorts Inc)
Documentation. The (i) Subject to the terms and provisions of Section 3.3(h) hereof with respect to Acquisitions, with respect to each Wireless Asset, the Borrower shall have provided and made available the following to the Administrative Agent at least ten (10) Business Days before the applicable Borrowing (unless otherwise noted in an Exception Notice):
(1) a fully executed copy of an assignment of Easement or such other agreement or instrument granting grantee an interest with respect to such Wireless Asset naming the Borrower as the grantee, and such agreement shall have received contain the followingterms and conditions set forth in Part II below; provided, duly however, with respect to an Acquisition, unless otherwise available on an earlier date, the foregoing may be provided within five (5) Business Days after the applicable Borrowing and may be electronically provided to Administrative Agent via an electronic data room;
(2) a fully executed copy of the leasehold interest, telecommunications easement or such other document granting a leasehold, fee or easement interest in the underlying real property on which the Cell Tower is located, including, all amendments and assignments thereof for recording (or evidence of their prior recordation) that memorializes grantee’s interest with respect to such Wireless Asset naming the Borrower as the grantee, and such document shall contain the terms and conditions set forth in Part II below; provided, however, with respect to an Acquisition, unless otherwise available on an earlier date, the foregoing may be provided within five (5) Business Days after the applicable Borrowing and may be electronically provided to Administrative Agent via an electronic data room;
(3) evidence that the telecommunications easement on similar document referred to in the foregoing clause 2 has been or will be submitted for recording in the applicable real property records (e.g., a copy of the transmittal letter from the title insurer to the appropriate recording office) together with an owner's title insurance policy and/or an irrevocable commitment to issue an owner's title insurance policy based on a pro forma title insurance policy in favor of Borrower together with a mezzanine lender's endorsement in favor of Collateral Agent in form and substance reasonably approved by Collateral Agent in writing;
(4) a fully executed copy of a b▇▇▇ of sale relating to the personal property required to own and operate such Wireless Asset and an assignment and assumption with respect to the lease(s) and/or sublease(s) (as applicable) relating to such Wireless Asset, in each case, naming the Borrower as the grantor or assignee (as applicable), and such document shall contain the terms and conditions set forth in Part II below; provided, however, with respect to an Acquisition, the foregoing shall be provided as soon as available, and in any event, within five (5) Business Days after the applicable Borrowing and may be electronically provided to Administrative Agent via electronic data room to the extent applicable;
(5) evidence that the assignment of Easement or similar document referred to in the foregoing paragraph (a)(i)(1) has been or will be submitted for recording in the applicable real property records (e.g., a copy of the transmittal letter from the title insurer to the appropriate recording office);
(6) a fully executed copy of each applicable tenant lease or sublease, together with all amendments or supplements thereof (if any);
(7) a copy of a UCC Financing Statement with respect to such Wireless Asset, naming the parties thereto, Collateral Agent as the secured party in form and substance reasonably satisfactory to the Administrative Collateral Agent and to be recorded (or a draft thereof if the Lenders:
(iapplicable Borrowing shall be utilized to finance the Acquisition of the Wireless Assets) this Agreement and all attached Exhibits and Schedules and as a fixture filing in the Notes payable to each Lender requesting a Noteland records of the county in which the Wireless Asset is located;
(ii8) evidence that the UCC Financing Statement specified in clause (7) above has been or will be submitted for recording in the Guaranty executed by applicable real property records (e.g., a copy of the Borrower and all Subsidiaries existing on transmittal letter from the Closing Datetitle insurer to the appropriate recording office);
(iii9) a fully executed copy of a payment redirection letter and notice of assignment of lease with respect to such Wireless Asset, directing the Security Agreement executed by applicable tenant lessee(s) to make all future payments under the Borrower applicable tenant lease(s) to the Borrower, and each Subsidiary existing on such document shall be in substantially the Closing Dateform attached hereto as Exhibit 1.1(b) - A, together with evidence from the Borrower that such letter has been sent to the applicable tenant lessee(s); provided, however, with respect to an Acquisition, unless otherwise available on an earlier date, the foregoing may be provided within five (A5) Business Days after the applicable Borrowing and may be electronically provided to Administrative Agent via an electronic data room;
(10) if the real estate (whether a fee interest, leasehold interest or otherwise) underlying such Wireless Asset is subject to a mortgage or deed of trust then (x) a fully executed copy of a reasonably acceptable subordination and non-disturbance agreement(s) relating to such Wireless Asset and (y) evidence that such subordination and nondisturbance agreement(s) referred to in the foregoing clause (10)(x) have been or will be submitted for recording in the applicable real property records (e.g., a copy of the transmittal letter from the title insurer to the appropriate UCC-1 financing statements recording office), except that such subordination and intellectual property security agreementsnon-disturbance agreement shall not be required if after giving effect to the acquisition of such Wireless Asset, if any, necessary for filing the Borrower remains in compliance with the appropriate authoritiessection titled “Non-SNDA Properties Maximum” under “Concentration Criteria” below;
(11) evidence that all consents, (B) certificatesapprovals, together with undated, blank stock powers for each such certificate, representing all of the issued authorizations and outstanding Equity Interests of each of the Borrower’s Subsidiaries notifications required in connection with the Security Agreementacquisition, ownership, use and (C) operation of such Wireless Asset by the Borrower have been obtained or made, including consents, approvals or authorizations from and notifications to any tenant lessee, easement holder, leaseholder, landlord, Governmental Authority or any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralPerson;
(iv12) appropriate UCC and intellectual property search reports documentation evidencing that the tenant lessee under its related tenant lease is paying rent to the current landlord under such tenant lease in accordance with the terms of such tenant lease, such evidence of rent payments to consist of evidence of rent payments for the Borrower and its Subsidiaries reflecting no prior Liens three-month period preceding the date that such Wireless Asset first became a Financed Asset (other than Permitted Liense.g. cancelled checks, bank statements, rental reports, etc.) encumbering or rent payments for the properties three-month period preceding the date of the Acquisition by Borrower (e.g. cancelled checks, bank statements, rental reports, etc.) or with respect to a newly constructed Cell Tower, evidence of rent payment for one-month (e.g. cancelled checks, bank statements, rental reports, etc.). Notwithstanding the foregoing, in lieu of providing evidence of rent payments as aforesaid, Borrower may provide to Administrative Agent an estoppel certificate executed by the applicable tenant certifying that the tenant’s lease is in full force and effect and confirming the rent commencement date thereunder.
(13) all other documentation that was provided to the Borrower’s or any Servicer’s credit committee (or equivalent decision making body) in connection with its Subsidiariesreview and approval of such Wireless Asset.
(ii) In the case of an Initial Wireless Asset only, in addition to the items described in Part I(a)(i) of this schedule, the Borrower shall have provided or made available the following to the Administrative Agent:
(1) a fully executed copy of an assignment of Easement and assignment of leases and subleases and b▇▇▇ of sale with respect to such Initial Wireless Asset naming the Borrower as the assignee;
(v2) certificates evidence that the assignment of insurance Easement has been recorded in the real property records where such Initial Wireless Asset is located;
(3) a copy of the UCC Financing Statement referred to in Section I(a)(i)(7) above and evidence that such financing statement has been recorded in the real property records where such Initial Wireless Asset is located; and
(4) a fully executed copy of a payment redirection letter and notice of assignment of lease with respect to such Initial Wireless Asset, directing the applicable tenant lessee(s) to make all future payments under the applicable tenant lease(s) to the Borrower. For the avoidance of doubt, the requirements set forth under Section I(a)(i) above regarding documents naming the Borrower as the grantee, assignee or secured party (as applicable) shall be deemed to be satisfied with respect to an Initial Wireless Asset if appropriate documentation has been provided to the Collateral Agent (satisfactory to it in its sole and absolute discretion) evidencing the transfer of such documents to the Borrower.
(iii) As to each Wireless Asset, the Borrower has been issued (and has provided the Administrative Agent as loss payee a copy of) an Owner’s Title Insurance Policy or an irrevocable commitment to issue an owner's title insurance policy based on a pro forma title insurance policy in favor of Borrower, in each case (x) together with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer mezzanine lender's endorsement in favor of the Borrower dated as of the Closing 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; Collateral Agent and (Cy) all conditions precedent set forth in this Section 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 approved by Collateral Agent in writing.
(iv) As to each Wireless Asset, the Borrower shall have obtained with respect to the Administrative Agent; and
real property on which such Wireless Asset is located (xother than with respect to nonexclusive utility and access easements) such other documents, governmental certificates, agreements(1) (A) either a Phase 1 Environmental Report or (B) a Phase 2 Environmental Report, and lien searches as an environmental desk audit by an environmental engineer (which is/was prepared in a manner consistent with the approach taken by Borrower with respect to the Initial Wireless Assets) that does not identify any Lender Party may reasonably requestmaterial contamination or environmental issues or recommend any further action and, (2) with respect to Wireless Assets (other than Initial Wireless Assets), a favorable site inspection report.
Appears in 1 contract
Documentation. The On or before the day on which the initial Borrowing is made or the initial Swing Line Advance is made, or the initial Letter of Credit is issued, the Administrative Agent and the Lenders shall have received the 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 and the Lenders:
(i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules;
(ii) any Note requested by a Lender pursuant to Section 2.02(g) payable to the Guaranty executed by order of such requesting Lender in the Borrower and all Subsidiaries existing on the Closing Dateamount of its Revolving Commitment;
(iii) the Security Agreement executed by the Borrower Borrowers and each Subsidiary existing on of the Closing DateGuarantors, 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, and (C) any other documents, agreements, agreements or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the CollateralCollateral described therein;
(iv) appropriate UCC the Pledge Agreement executed by the Parent and intellectual property search reports each of its Subsidiaries that has a Subsidiary pledging to the Administrative Agent for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties benefit of the Borrower Secured Parties all of the Equity Interest of the Domestic Subsidiaries of such Loan Party and its Subsidiaries65% of the Equity Interest of the Foreign Subsidiaries of such Loan Party, together with any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interest;
(v) certificates of insurance naming an Account Control Agreement among the Borrower, the Administrative Agent as loss payee with respect to property insuranceand each institution at which the Borrower or any of its Subsidiaries maintains a deposit account, including the accounts acquired under, or additional insured with respect to liability insuranceopened in connection with, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3Acquisition Agreement;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date from a Responsible Officer of the Borrowers stating that as of such date (A) all representations and warranties of the Borrower such Person set forth in this Agreement and in the other Loan Documents to which it is a party 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), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waivedmet;
(vii) to the extent any have been entered into on or after December 19, 2005, copies of amendments to the certificate or articles of incorporation or other equivalent organizational documents of each Loan Party, certified as of a secretary’s recent date by the Secretary of State of the state of its organization;
(viii) a certificate from of the Secretary or Assistant Secretary of each Credit Loan Party dated the Closing Date and certifying such Person’s (A) officers’ incumbencythat 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 resolutionsthe 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 organizational documentsdocuments 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 (viii) above, and (D) governmental approvals, if any, with respect as to the Credit Documents to which 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 Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateLoan Party;
(ix) legal opinions 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 (Aix) above;
(x) 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;
(xi) a favorable opinion dated as of the Closing Date of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel Loan Parties substantially similar to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel opinion it delivered pursuant to the Original Credit PartiesAgreement;
(xii) 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;
(xiii) 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;
(Dxiv) Dray, Dyekman, ▇▇▇▇ & ▇a Borrowing Base Report giving pro forma effect to the ▇▇▇▇▇ P.C.Transaction dated as of July 15, as Wyoming counsel to 2006;
(xv) a copy of the Credit Parties, each risk management policy of the Borrowers (the “Risk Management Policy”) in form and substance reasonably acceptable satisfactory to the Majority Lenders;
(xvi) copies of any amendments to Material Contracts reflected on Schedule 1.01(c) to the Original Credit Agreement in effect on or after December 19, 2005 and each of the Material Contracts in effect on or after December 19, 2005 that are not reflected on Schedule 1.01(c) to the Original Credit Agreement, including the Acquisition Agreement, the Secured Counterparty Contracts, the Material Contracts assumed by any Loan Party in connection with the ▇▇▇▇▇ Transaction, the Bridge Commitment Letter and any amendments to the Sowood Documents and the Secured Counterparty Contracts necessary to permit the transactions under this Agreement and comply with the terms of the Intercreditor 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; and;
(xxvii) copies of the resolutions duly adopted by the applicable Board of Directors authorizing (A) the execution, delivery and performance by MxEnergy of the Acquisition Agreement and the consummation of the ▇▇▇▇▇ Transaction and (B) the Loan Parties to incur additional indebtedness pursuant to the Bridge Loan and/or High Yield Notes Offering;
(xviii) copies of the consents obtained from VPEM and Sowood to the transactions contemplated by this Agreement, the ▇▇▇▇▇ Transaction, the Bridge Loan, the High Yield Notes Offering and the Secured Counterparty Contracts;
(xix) such other documents, governmental certificates, agreements, certificates and lien searches agreements as the Administrative Agent or any Lender Party may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Total Gas & Electricity (PA) Inc)
Documentation. (a) The Administrative Agent Servicer shall have received use its best efforts to obtain and shall maintain custody of either i) the followingoriginal promissory notes or, duly executed 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 the Servicer, evidencing the Financed Student Loans. Alternatively, the 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 parties theretoServicer ‘s Electronic Signature Process. The Indenture Trustee shall deliver notes, copies or records thereof as the Servicer reasonably advises is necessary to permit proper servicing hereunder. Nothing in form and substance reasonably satisfactory the foregoing shall require the Servicer to the Administrative Agent and the Lenders:
obtain Master Promissory Notes relating to Financed Student Loans it has purchased from other lenders if other lenders (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note;
retain or (ii) guarantee, all or any portion of the Guaranty executed student’s payment obligation under such Master Promissory Note.
(b) The Servicer, as Servicer hereunder, shall maintain on its origination and servicing system, referred to by the Borrower and all Subsidiaries existing on the Closing Date;
servicemark “Compass” (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Dateor such successor system, together with (A) appropriate UCC-1 financing statements attendant upgrades and intellectual updates, the “Origination and Servicing System”), records clearly identifying each Financed Student Loan as property of the Servicer pledged to the Indenture Trustee as security agreementsfor the Notes, if anyincluding principal amount outstanding, necessary for filing with type of loan, name of student and indicators which identify whether the appropriate authorities, (B) certificates, together with undated, blank stock powers 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 certificateMaster Promissory Note may be separately identified and transferred or sold. From time to time the Servicer shall, representing all upon request of the issued Indenture Trustee, submit such information and outstanding Equity Interests of each of take such action as may be reasonably required by the Borrower’s Subsidiaries required Indenture Trustee to assure that such Financed Student Loans are maintained in connection with the Security Agreement, a proper and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral;secure condition.
(ivc) 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks Except as required by Section 5.3;
(vi) a certificate from an authorized officer law, the Servicer shall maintain the confidentiality of the Borrower dated as information provided hereunder and shall not disclose or in any way communicate such information to third parties without the express written consent of the Closing Date stating that as of such date (A) all representations Indenture Trustee and warranties of the Borrower set forth in this Agreement are true Issuer. The Servicer shall provide a reasonably designed security system for access to original documents 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestits computer system.
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Documentation. The Administrative Agent shall have received the 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 and the LendersAgent:
(i1) counterparts of this Agreement Amendment duly executed by the Borrower, each New Lender, 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 Effective Date hereof), each Increasing Lender, the Administrative Agent, the Swingline Lender and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteIssuing Bank;
(ii2) a Revolving Note payable to the Guaranty executed order of (a) each Increasing Lender in the amount of such Increasing Lender’s Commitment, as increased hereby, and (b) each New Lender in the amount of such New Lender’s Commitment, each to the extent requested by the Borrower and all Subsidiaries existing on the Closing Datesuch Lender;
(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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi3) a certificate from an authorized officer a Responsible Officer of the Borrower dated as of the Closing Effective Date stating that as that, both before and after giving effect to this Amendment, the increase of such date the Aggregate Commitment pursuant to this Amendment and the extension of the Commitments pursuant to this Amendment, (Ai) all representations and warranties of the Borrower set forth in this 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 that 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 (Bexcept 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 has shall have occurred and is be continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;
(vii4) a secretary’s certificate from each Credit Party 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 Person’s (A) officers’ incumbencyamendments, (Bii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing resolutions, (C) organizational documents, the execution and (D) governmental approvalsdelivery of this Amendment and the Loan Documents executed in connection herewith, if any, the performance of the Credit Agreement as amended hereby and the other Loan Documents, the increase of the Aggregate Commitment pursuant hereto, 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;
(5) a certificate from a Responsible Officer of the Borrower dated the Effective Date and certifying that (i) the conditions of Section 2.02 of the Credit Agreement with respect to the increase of the Aggregate Commitment pursuant hereto (other than the requirements of Section 2.02(b) of the Credit Documents Agreement with respect to which such Person is a partynotices and timing), and (ii) the conditions of Section 2.22 of the Credit Agreement with respect to the extension of the Maturity Date (other than with respect to notices and timing), have been satisfied;
(viii6) such documents and certificates of as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing for each Credit Party in of the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateBorrower;
(ix7) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to for the Credit PartiesBorrower, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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) 8) such other documents, documents and governmental certificates, agreements, and lien searches certificates as any the Lender Party Parties may reasonably request.
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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, following duly executed by all the applicable parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersBanks, and where applicable, in sufficient copies for each Bank:
(i) this Agreement and all its attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules;
(ii) a Note payable to the Guaranty executed by order of each Bank in the Borrower and all Subsidiaries existing on the Closing Dateamount of its Commitment;
(iii) the Security Agreement executed by the Borrower Documents and each Subsidiary existing on the Closing Dateall their attached Exhibits and Schedules, together with including, without limitation, (A) the Pledge Agreements, (B) the Security Agreements, and (C) the Mortgages;
(iv) the Guaranties;
(v) stock certificates 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 or other transfer documents for each such certificate endorsed in blank to the Administrative Agent;
(vi) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary or UCC-3 Financing Statements covering the Collateral 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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral;
(ivvii) appropriate UCC and intellectual property search reports for a Notice of Borrowing with respect to the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiariesinitial Borrowing;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(viviii) a certificate from an authorized officer of the Borrower dated as of the Closing Date date of this Agreement from a Responsible Officer stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement and each of the other Credit Documents to which it is a party 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), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waivedmet;
(viiix) certificates of insurance naming the Administrative Agent as loss payee or additional insured, as applicable, evidencing insurance which meets the requirements of this Agreement and the Security Documents;
(x) a secretary’s certificate from each Credit Party of the secretary or assistant secretary of the General Partner certifying such Person’s as of the date of this Agreement (A) officers’ incumbencythe existence of the Borrower and the General Partner, (B) authorizing resolutionsthe Borrower Partnership Agreement and the other organizational documents of the Borrower, (C) organizational documentsthe General Partner's Certificate of Organization and Regulations, (D) the resolutions of the General Partner approving this Agreement, the Notes, the other Credit Documents, and the related transactions on behalf of the Borrower, and (DE) governmental approvalsall documents evidencing other necessary corporate, partnership or limited liability company action, if any, with respect to this Agreement, the Notes, and the other Credit Documents executed and delivered on or before the date hereof;
(xi) a certificate of a Secretary or an Assistant Secretary of the General Partner of the Borrower certifying the names and true signatures of the officers of the General Partner authorized to sign this Agreement, the Notes, the Notice of Borrowing and the other Credit Documents on behalf of the Borrower;
(xii) certificates of the secretary or assistant secretary of each of the Guarantors certifying as of the date of this Agreement (A) the organizational documents of such Guarantor, (B) the resolutions of the governing body of such Guarantor approving this Agreement, the Guaranty, the other Credit Documents to which such Person Guarantor is a party, and the related transactions, and (C) all other documents evidencing other necessary corporate, partnership or limited liability company action, if any, with respect to this Agreement, the Guaranty, and the other Credit Documents to which such Guarantor is a party executed and delivered on or before the date hereof;
(viiixiii) certificates of a Secretary or an Assistant Secretary of each Guarantor certifying the names and true signatures of the officers of such Guarantor authorized to sign this Agreement, the Guaranty and the other Credit Documents to which such Guarantors is a party on behalf of such Guarantor;
(xiv) certificates of good standing standing, existence, and authority for the Borrower, the General Partner, the Limited Partner, and each Credit Party in of the state Guarantors from each of the states in which the Borrower, the General Partner, the Limited Partner, and each such Person of the Guarantors is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date either organized or (B) otherwise effective on the Closing Datedoes business;
(ixxv) legal results of lien, tax, and judgment searches of the UCC Records of the Secretary of State and applicable counties of jurisdictions selected by the Administrative Agent, including, but not limited to, the states of Arizona, Colorado, Idaho, New Mexico, Texas, and Utah from a source acceptable to the Administrative Agent and reflecting no Liens (other than Permitted Liens) against any of the Collateral other than in favor of the Administrative Agent;
(xvi) favorable opinions of (Aa) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPL.L.P., as special outside Texas counsel to the Credit PartiesBorrower and the Guarantors, and (Bb) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇ ▇▇▇▇▇▇, P.C.General Counsel of the Borrower and the Guarantors, as Oklahoma in each case in a form reasonably acceptable to Administrative Agent;
(xvii) favorable opinions of outside counsel to the Credit PartiesBorrower and its Subsidiaries in all jurisdictions selected by the Administrative Agent and in which Collateral subject to a Mortgage and Security Agreement is located, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in a form and substance reasonably acceptable to the Administrative Agent;
(xviii) the Borrower Financial Statements and the other financial statements or information described in Section 4.05; and
(xxix) such other documents, governmental certificates, agreements, documents and lien searches agreements as any Lender Party the Administrative Agent may reasonably request.
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Documentation. The Administrative Agent shall have received At or prior to the followingclosing of the Loan, duly Borrower must deliver the following documents and other items, executed by and acknowledged as appropriate, all the parties thereto, in form and substance reasonably satisfactory to Lender:
a. the Administrative Agent Loan Documents (which 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 Lenders: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 (as defined below), addressed to Lender, covering to Lender’s satisfaction (1) the due authorization, execution, delivery, binding effect and enforceability of the 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 and correct copy of the 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 properties comprising Increment 1 and Increment 2;
j. on a best efforts basis, (i) this Agreement the written consent to the pledge of KKM’s GP Interest in KM LLLP and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note;
(ii) the Guaranty executed written consent to the pledge of KD Kona’s LP Interest in KM LLLP, by the Borrower and all Subsidiaries existing on the Closing Dateremaining partners of KM LLLP;
(iii) the Security Agreement executed by the Borrower k. a true 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 correct copy of the issued and outstanding Equity Interests assignment of membership interests in each of the Borrower’s Subsidiaries required Companies from WULI to KM LLLP;
l. an estoppel certificate signed and delivered by the Getty Member in connection with favor of KM LLLP and each of its partners, certifying that the Security AgreementCompanies’ operating agreements are in full force and effect and unchanged, except as disclosed in said certificate, and (C) any other documents, agreements, or instruments necessary that WULI is not in default under such operating agreements which KM LLLP will be responsible to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 Agentcure; and
(x) m. such other documents, governmental certificates, agreements, property information and lien searches other assurances as any Lender Party may reasonably requestrequire.
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Documentation. The Administrative Agent shall have received the 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 and the LendersAgent:
(i1) counterparts of this Agreement and all attached Exhibits and Schedules Amendment duly executed by the Borrower, the Required Lenders and the Notes payable to each Lender requesting a NoteAdministrative Agent;
(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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi2) a certificate from an authorized officer a Responsible Officer of the Borrower dated as of the Closing Date Effective Time hereof stating that as that, both before and after giving effect to this Amendment and the extension of such date the Commitments pursuant to this Amendment (Ai) all representations and warranties of the Borrower set forth in this 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 that 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 (Bexcept 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 has shall have occurred and is be continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;
(vii3) a secretary’s certificate from each Credit Party 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 Person’s (A) officers’ incumbencyamendments, (Bii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing resolutions, (C) organizational documents, the execution and (D) governmental approvalsdelivery of this Amendment and the Loan Documents executed in connection herewith, if any, with respect the 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 Credit Documents to which such Person is a partyincumbency 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;
(viii4) such documents and certificates of as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing for each Credit Party in of the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateBorrower;
(ix5) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to for the Credit PartiesBorrower, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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
(x6) such other documents, documents and governmental certificates, agreements, and lien searches certificates as any the Lender Party Parties may reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent shall have received each of the following, duly executed by all except as otherwise provided, on or prior to the parties theretoConversion Effective Date, each in form and substance reasonably satisfactory to Agent, and, where applicable, each duly executed by each party thereto, other than Agent (each of which shall be deemed to constitute a “Loan Document ” pursuant to the Administrative Agent and the Lenders:Credit Agreement):
(i) this Agreement Schedule 5.9 (Capitalization and all attached Exhibits Subsidiaries) and Schedules Schedule 5.12 (Prior Transactions) to the Credit Agreement, amended and restated to be current as of the Notes payable to each Lender requesting a NoteConversion Effective Date;
(ii) Exhibit A to the Guaranty executed Security Agreement, amended by replacing Sections VIII through XIV thereof to be current as of the Borrower and all Subsidiaries existing on the Closing Conversion Effective 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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralHoldings Ratification;
(iv) appropriate UCC and intellectual property search reports for any other documents executed by any Loan Party in connection with the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its SubsidiariesProposed Holding Company Transactions;
(v) certificates a secretary’s certificate for Holdings, including as attachments and certifying to the accuracy and completeness of insurance naming the Administrative Agent following items:
(A) (i) a copy of Holdings’ certificate of limited partnership, together with all amendments, (ii) a copy of any amendment to Holdings’ certificate of limited partnership, and (iii) a certificate of good standing, all certified by both an Authorized Officer, Secretary or Assistant Secretary of each Loan Party and the appropriate governmental officer in its jurisdiction of incorporation or organization;
(B) a certified copy of the Partnership Agreement and resolutions and/or consents of Holdings’ partners, managers and/or members as loss payee with respect to property insuranceapplicable, or additional insured with respect of any other body necessary, authorizing the Proposed Holding Company Transactions and the execution, delivery and performance of the documents associated therewith to liability insurancewhich Holdings is a party; and
(C) an incumbency certificate, executed by its Secretary or Assistant Secretary, which shall identify by name and covering title and bear the Borrower’s signatures of the Authorized Officers and its Subsidiaries’ Properties with such insurance carriersany other officers of Holdings authorized to sign the Loan Documents to which Holdings is a party, for such amounts upon which certificate the Agent and covering such risks as required the Lenders shall be entitled to rely until informed of any change in writing by Section 5.3Holdings;
(vi) a certificate from an authorized officer written opinion of Holdings’ counsel, addressed to the Borrower dated Agent, the LC Issuer and the Lenders addressing such matters as of required by Agent in its sole discretion; provided, that Agent must receive such evidence not later than 7 days after the Closing 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 3.1 have been met or waivedConversion Effective Date;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (Aevidence of insurance coverage for Holdings in compliance with the terms of Section 6.7(a) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (Db) governmental approvals, if any, with respect to of the Credit Documents to which Agreement; provided, that Agent must receive such Person is a party;
(viii) certificates of good standing for each Credit Party in evidence not later than 15 days after the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Conversion Effective Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent shall have received the 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 and the LendersAgent:
(i) counterparts of this Agreement and all attached Exhibits and Schedules Amendment duly executed by each Borrower, the Lenders and the Notes 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 requesting a Note;
in the amount of such Increasing Lender’s Revolving Commitment, as increased hereby and (ii) the Guaranty executed New Lender in the amount of the New Lender’s Revolving Commitment, in each case as requested by the Borrower and all Subsidiaries existing on the Closing Datesuch Lender;
(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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi3) a certificate from an authorized officer a Responsible Officer of the each Borrower dated as of the Closing Effective Date hereof stating that as that, both before and after giving effect to this Amendment and the increase of such date the Revolving Commitments pursuant to this Amendment (A) all representations and warranties of the Borrower Credit Parties set forth in this the Credit Agreement are true and correct in all material respects (except provided that (i) to the extent any representation and warranty expressly relates to a specific earlier date, such materiality qualifier shall not be applicable 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 that already are qualified or modified by materiality contained in Section 4.4(a) of the text thereof), Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.2(a) and (b) of the Credit Agreement) and (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;
(vii4) a secretary’s certificate from each Credit Party of the Parent dated the Effective Date and certifying such Person’s (A) officers’ incumbencythat 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 duly adopted by the Board of Directors of the Parent authorizing resolutionsthe 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 Parent executing this Amendment, any Credit Document or any other document delivered in connection herewith on behalf of the Parent;
(5) a secretary’s certificate of Rowan Delaware dated the Effective Date and certifying (A) that there have been no changes to the organizational documentsdocuments of Rowan Delaware since the Second Amendment Closing Date or attaching such amendments, (B) that attached thereto is a true and complete copy of resolutions duly adopted by 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 (DC) governmental approvals, if any, with respect as to the incumbency and specimen signature of each officer of Rowan Delaware executing this Amendment, any Credit Documents to which such Person is a partyDocument or any other document delivered in connection herewith on behalf of Rowan Delaware;
(viii6) certificates of good standing for each Credit Party of the Parent and Rowan Delaware in (a) the state jurisdiction in which each such Person is organizedorganized 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 certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Third Amendment Closing Date;
(ix7) a legal opinions opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, outside counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent;
(A) ▇8) a legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma United Kingdom 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 AgentParent; and
(x9) such other documents, governmental certificates, agreements, and lien searches agreements as any Lender Party may reasonably request.
Appears in 1 contract
Sources: Commitment Increase Agreement and Amendment No. 3 to Credit Agreement
Documentation. The Administrative Agent As conditions precedent to the Bank's issuance ------------- of the Letter of Credit, the Bank shall have received each of the following, duly executed by all the parties thereto, following in form and substance reasonably satisfactory to the Administrative Agent and the LendersBank:
(ia) Executed copies of this Agreement and all attached Exhibits and Schedules the Collateral Documents (other than the Mortgage, the Environmental Indemnity Agreement and the Notes payable to each Lender requesting a NoteAssignment of Construction Documents), and true and correct copies of executed copies of the Bond Documents and all documentation delivered in connection therewith;
(iib) Such financing statements as the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing DateBank may require pursuant to Section 3.05;
(iiic) Certified copies of the Security Agreement executed by certificate or articles of formation or incorporation, operating agreement or bylaws and authorizing resolutions of 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 AgreementGuarantors, as applicable, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral;
(iv) appropriate UCC and intellectual property search reports a good standing certificate for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering each of the properties Guarantors issued by the state of formation or incorporation of the Borrower and its Subsidiarieseach of the Guarantors;
(vd) 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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a A certificate from an authorized officer of the Borrower dated as of the Closing Date date of execution and delivery hereof stating that as of such date (Ai) all the representations and warranties of the Borrower set forth contained in this Agreement Article V are true and correct in all material respects and (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), (Bii) no Event of Default has occurred and is continuing; , and (C) all conditions precedent set forth in this Section 3.1 have been met no event has occurred and is continuing which, with the giving of notice or waivedlapse of time or both, would constitute an Event of Default;
(viie) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect An opinion of counsel to the Credit Documents Borrower and the Guarantors (which opinions may be issued, where indicated, in reasonable reliance upon certifications, opinions and other documentation derived from governmental agencies and others having particular access to which materials and information necessary to reach the conclusions expressed in such Person is a partyopinions) in form and substance acceptable to the Bank and its counsel;
(viiif) A certificate or certificates of good standing for each Credit Party in the state in which each officers of the Issuer covering such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior matters as to Closing Date or (B) otherwise effective on the Closing DateIssuer and the Bond Documents as the Bank may reasonably request;
(ixg) legal opinions Opinions of (A) ▇▇▇▇▇▇▇ & ▇▇▇, bond counsel, and ▇▇▇▇▇▇ ▇'▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special P.C., counsel to the Credit PartiesIssuer, (B) Miller, Canfield, Paddock and Stone, P.L.C., covering such matters as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., Issuer and the Bond Documents 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 documents, governmental certificates, agreements, and lien searches as any Lender Party Bank may reasonably request.;
(h) A certificate or certificates of the Guarantors as of the date of execution and delivery hereof (i) stating that the representations and warranties contained in the Guaranty are true and correct and (ii) no Event of Default as defined in the Guaranty has occurred and is continuing, and no event has occurred and is continuing, which with the giving of notice or lapse of time or both, would constitute such an Event of Default;
(i) Consolidated financial statements of IS&S, Inc. and its subsidiaries as of March 31, 2000 for the six-month period then ending;
(j) Evidence of the insurance required under Section 6.05 and that the Project Facilities are not located in a Special Flood Hazard area as defined by the United States Department of Housing and Urban Development;
Appears in 1 contract
Sources: Reimbursement, Credit and Security Agreement (Innovative Solutions & Support Inc)
Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:
(i) counterparts of 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 the Lenders in sufficient copies for each Subsidiary existing on Lender;
(ii) counterparts of any and all amendments, restatements or modifications of the Closing DateGuaranties and the Environmental Indemnities reasonably required by the Administrative Agent and Lenders to update the same in a manner that reflects the execution, delivery and effectiveness of this Agreement and the applicability of such documents to the obligations, duties and responsibilities of the Borrower contained herein;
(iii) counterparts of any and all amendments, restatements or modifications of the Security Documents to the extent applicable executed by the Borrower, the Parent and the other Guarantors to update the same in a manner that reflects the execution, delivery and effectiveness of this Agreement and the applicability of such documents to the obligations, duties and responsibilities of the Borrower contained herein and otherwise assuring that such documents continue to grant to the Administrative Agent for the benefit of the Lenders an Acceptable Lien in the Collateral, together with (A) appropriate stock certificates, stock powers executed in blank, 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, and (C) any other documents, agreements, agreements or instruments reasonably necessary or desirable to create, perfect or maintain create an Acceptable Security Interest Lien in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer a Responsible Officer of the Parent on behalf of the Borrower dated as of the Closing Effective Date stating that as of such date 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 (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), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, waived in writing; and (D) governmental approvalsto the best of the Borrower’s knowledge there are no claims, if anydefenses, with respect counterclaims or offsets against the Lenders under the Credit Documents;
(v) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower and each corporation and limited liability company that is either a Guarantor or a general partner or manager of a Guarantor dated as of the date of this Agreement (A) certifying as of the Effective Date 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;
(viii) certificates of good standing for each Credit Party party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Partiescapacity therein indicated, (B) Miller, Canfield, Paddock attaching and Stone, P.L.C., certifying as Michigan counsel of the Effective Date resolutions of the Board of Directors or the members of the Parent and such other Persons with respect to the Credit Partiestransactions herein contemplated, (C) Hallattaching and certifying as of the Effective Date the copies of the organizational documents of the Parent, Estillthe Borrower and each of the Guarantors, Hardwickand (D) attaching and certifying as of the Effective Date a true and correct copy of all partnership, Gable, Golden & corporate or limited liability company authorizations necessary or desirable in connection with the transactions herein contemplated;
(vi) (A) one or more favorable written opinions of ▇▇▇▇▇▇▇, P.C.Diamond & Ash, as Oklahoma special counsel to for the Credit PartiesBorrower, the Parent, and (D) Draytheir Subsidiaries, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in a form and substance reasonably acceptable to the Administrative Agent, in each case dated as of the Effective Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as either of the Administrative Agent shall reasonably request, in each case dated as of the Effective Date and with such changes as the Administrative Agent may approve;
(vii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Parent, Borrower and each Guarantor is duly organized or formed;
(viii) a pro forma Compliance Certificate dated as of the Effective Date, duly completed and executed by the Chief Financial Officer or Treasurer of the Parent; and
(xix) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Interstate Hotels & Resorts Inc)
Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent:
(ii.) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteAgreement;
(ii.) the Guaranty executed by the Borrower a supplement and all Subsidiaries existing on the Closing Date;
(iii) amendment to the Security Agreement executed by the Borrower and each Subsidiary existing on Parent pledging 100% of its Equity Interest in the Closing DateBorrower, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities;
(iii.) certificates evidencing the Equity Interests, (B) certificatesif any, 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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security pledge by the Parent of its Equity Interest in the CollateralBorrower and powers executed in blank for each such certificate;
(iv.) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering Parent Guaranty executed by the properties of the Borrower and its SubsidiariesParent;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived;
(viiv.) a secretary’s certificate from each Credit Party for the Parent certifying such Personthe Parent’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational organization documents, including all amendments thereto in connection with the Parent’s name change, and (D) governmental approvals, if any, required to be obtained by the Parent with respect to the Credit Documents to which such Person the Parent is a party;
(viiivi.) certificates of good standing for the Parent in each Credit Party in the state in which each such Person the Parent is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing the Effective Date or (B) otherwise effective on the Closing Effective Date;
(vii.) appropriate UCC-3 financing statement amendments necessary or desirable for filing with the appropriate authorities in connection with the Borrower’s name change;
(viii.) copies, certified by a Responsible Officer of the Borrower, of the Exchange Agreement, and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect as of the Effective Date;
(ix.) legal opinions a certificate from an authorized officer of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, the Borrower dated as special counsel of the Effective Date certifying all amendments to the Credit Parties, Borrower’s organization documents in connection with the Borrower’s name change;
(Bx.) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel all conditions to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to consummation and effectiveness of 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 AgentShare Exchange shall have been satisfied or waived; and
(xxi.) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.
Appears in 1 contract
Documentation. The Administrative Collateral Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:
(iA) this Agreement certified copies of Borrower's casualty insurance policies, together with endorsements naming Collateral Agent and all attached Exhibits Lenders as loss payee and Schedules 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 Notes payable to each Lender requesting a Notebenefit of Lenders, as co-insureds thereunder;
(iiB) to the Guaranty executed extent required by Collateral Agent, and in the Borrower 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 Subsidiaries existing on other Liens in the Closing DateCollateral, except for Permitted Liens;
(iiiC) the Security Agreement executed landlord or warehouseman agreements with respect to all premises leased by the Borrower and each Subsidiary existing which are disclosed 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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralExhibit P attached hereto;
(ivD) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties a copy of the Borrower 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 Subsidiariesjurisdiction of incorporation;
(vE) certificates a copy of insurance naming the Administrative Agent as loss payee with respect to property insurance, bylaws or additional insured with respect to liability insuranceother governing document of each Borrower, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriersall amendments thereto, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated 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 (A) in compliance with all representations the terms and warranties of the Borrower provisions set forth in this Agreement 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 in all material respects on and as of such date; and (except that ii) on such materiality qualifier shall not be applicable to any representations and warranties that already are qualified date no Default or modified by materiality in the text thereof), (B) no Event of Default has occurred and or is continuing; .
(I) this Agreement and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedthe other Loan Documents duly executed and delivered by the parties thereto;
(viiJ) a secretary’s certificate from the favorable, written opinion of Weil Gotshal & Manges LLP, counsel to each Credit Party certifying such Person’s (A) officers’ incumbencyBorrower and each Guaranto▇, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Bo▇▇▇▇▇▇, P.C.Guarantors, as Oklahoma certain Loan Documents acceptable to counsel for Collateral Agent and the transactions contemplated by Loan Documents; 66
(K) endorsements to the Credit Partiesmortgagee title insurance policies issued in connection with the Original Loan Agreement, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each 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 Administrative Agentfair 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 transactions contemplated hereby; and
(xM) such other documents, governmental certificates, agreements, documents and lien searches information as any Lender Party may Collateral Agent or Lenders shall reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent Lender shall have received the followingfollowing documents, duly executed by all the parties thereto, each to be in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lendersits counsel:
(iA) Certified copies of Borrower's casualty insurance policies, together with loss payable endorsements naming Lender as loss payee, and certified copies of 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 satisfactory to Lender of 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;
(C) A certified copy of the resolutions of the Board of Directors of the Borrower evidencing approval of this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Noteother matters contemplated hereby or related hereto;
(iiD) 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 Copies of the issued charter and outstanding Equity Interests of each bylaws of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required certified by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower as being true and correct copies thereof;
(E) A certificate of an authorized officer of the Borrower, which shall certify the names of the officers of the Borrower authorized to execute and deliver this Agreement and the other Loan Documents to be delivered pursuant to this Agreement by the Borrower or any of its officers, together with the true signatures of such officers. The Lender may conclusively rely on such certificate until the Lender shall receive a further certificate of an authorized officer of the Borrower canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate.
(F) A copy of the charter of the Borrower, certified by the Secretary of State or other appropriate and authorized official of the Borrower's jurisdiction of incorporation;
(G) A good standing certificate with respect to the Borrower issued as of a recent date by the Secretary of State or other appropriate and authorized official of the Borrower's jurisdiction of incorporation;
(H) A closing certificate signed by the President and Chief Financial Officer of Borrower dated as of the Closing Date Date, stating that as of such date (Ai) all the representations and warranties of the Borrower set forth in this Agreement Section 8 hereof are true and correct in all material respects (except that on and as of such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)date, (Bii) no Default has occurred Borrower is on such date in compliance in all material respects with all the terms and is continuing; and (C) all conditions precedent provisions set forth in this Section 3.1 have been met Agreement and (iii) on such date no Default or waivedEvent of Default has occurred or is continuing;
(viiI) a secretary’s certificate The Other Agreements duly executed and delivered by Borrower;
(J) The favorable, written opinion of counsel to Borrower, as to the transactions contemplated by this Agreement and any of the other Loan Documents, to be in form and scope satisfactory to Lender and its counsel substantially in the form of Exhibit O;
(K) Written instructions from each Credit Party certifying such Person’s Borrower directing the application of proceeds of the Loan made pursuant to this Agreement;
(AL) officers’ incumbencyThe Note, properly executed on behalf of the Borrower and substantially in the form of Exhibit B hereto;
(BM) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, The Borrower has delivered landlord or warehouseman agreements with respect to all premises leased by the Credit Documents to which such Person is a partyBorrower; and
(N) The Subordination Agreements, properly executed and substantially in the form of Exhibit Q hereto;
(viiiO) certificates of good standing for each Credit Party Such other documents, instruments and agreements as Lender shall reasonably request in connection with the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;foregoing matters.
(ixP) legal opinions of (A) A guaranty, in a form acceptable to lender, from Kimmins Corp. and Tr▇▇▇▇▇▇ & Waste Services, Inc. (herein "Guarantor(s)).
(Q) A certified copy of the resolutions of the Board of Directors of the Guarantors evidencing authorization of the granting of such guaranties as well as approval of this Agreement and all other mattes contemplated ▇▇▇▇▇▇ LLPy or related hereto;
(R) A certificate of an authorized officer of the Guarantors, which shall certify the names of the officers or other officials of the Guarantors authorized to execute and deliver the guaranties and any other documents to be delivered, together with the true signatures of such officers or other officials.
(S) The favorable, written opinion of counsel to Guarantors, as special counsel to the Credit PartiesGuarantors ability to provide a valid and enforceable guaranty contemplated herein.
(T) A negative pledge from Transcor Waste Services, Inc. that it shall not, without the written consent of Lender, sell, pledge, divest, convey, transfer or encumber in any way any of its shares, stock, rights, title, interest or beneficial ownership of any or all marketable securities of Waste Management including but not limited to Waste Management Inc.
(BU) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & A negative pledge from Kimmins Corp. that it sh▇▇▇▇ ▇▇▇, P.C.without the written consent of Lender, as Oklahoma counsel to the Credit Partiessell, and (D) Draypledge, Dyekmandivest, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.convey, as Wyoming counsel to the Credit Partiestransfer or encumber in any way any of its shares, each in form and substance reasonably acceptable to the Administrative Agent; and
(x) such other documentsstock, governmental certificatesrights, agreementstitle, and lien searches as any Lender Party may reasonably request.interest or beneficial ownership of Transcor Waste Services, Inc.
Appears in 1 contract
Documentation. The Administrative Agent shall have received the 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 Lender requesting a Noteapplicable Lender;
(ii) the Guaranty executed by Augusta and each other Subsidiary of the Borrower and all Subsidiaries existing on the Closing Effective Date;
(iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement;
(iv) appropriate UCC and intellectual fully executed Mortgages or amendments to existing Mortgages covering all fee owned real property search reports for the Borrower and its Subsidiaries of any Credit Party, together with (A) a copy of an existing owner’s policy of title insurance reflecting no prior Liens (on such real property other than Permitted Liens, (B) encumbering a flood determination certificate issued by the properties 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 Borrower Federal Reserve Board, and its Subsidiariesall 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, or and additional insured with respect to liability insurance, and covering the Borrower’s and or its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3that are acceptable to the Administrative Agent;
(vivii) a certificate from an authorized officer of the Borrower dated as of the Closing 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 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)correct, (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.1(b), (e), the second sentence of (l), and (m)(i) and (ii) have been met or waivedmet;
(viiviii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, and (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partyOrganization Documents;
(viiiix) certificates of good standing for each Credit Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Effective Date;
(ixx) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden Fulbright & ▇▇▇▇▇▇, P.C., ▇▇ LLP as Oklahoma Texas counsel to the Credit Parties, Parties and (DB) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.▇▇▇▇▇▇▇ Van Deuren s.c., as Wyoming 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 Effective Date by an authorized officer of 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 manner that is materially adverse to the interests of the Administrative Agent or the Lenders without the prior written consent of the Administrative Agent;
(xii) copies of the Term B Credit Documents, certified as of the Effective Date by an authorized officer of 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 manner that is materially adverse to the interests of the Administrative Agent or the Lenders without the prior written consent of the Administrative Agent;
(xiii) letter of 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
(xxiv) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.
Appears in 1 contract
Documentation. 232 The Administrative Agent place of closing: remote closing via video/telephone conferencing
(a) In exchange for payment of the Purchase Price the Sellers shall have received provide the following, duly executed by all Buyers with the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:
234 Following delivery documents: 235 (i) this Agreement Two (2) Legal ▇▇▇▇(s) of Sale a form recordable in the Buyers’ Nominated Flag State, 236 transferring title of the Vessel and stating that the Vessel is free from all attached Exhibits mortgages, 237 encumbrances and Schedules maritime liens or any other debts whatsoever, duly notarially attested 238 and legalised or apostilled, as required by the Notes payable to each Lender requesting a NoteBuyers’ Nominated Flag State duly notarized by the local legal notary office in Hong Kong;
(ii) Evidence that all necessary corporate, shareholder and other action has been taken by 240 the Guaranty executed Sellers to authorise the execution, delivery and performance of this Agreement; 1 Original written Resolutions of the Board of Directors resolving the sale and transfer notarized by the Borrower and all Subsidiaries existing on the Closing Date;
local legal notary office in Hong Kong; 241 (iii) Power of Attorney of the Security Agreement executed Sellers appointing one or more representatives to act on behalf 242 of the Sellers in the performance of this Agreement, duly notarially attested and legalised 243 or apostilled (as appropriate) notarized 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 local legal notary office in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral;
Hong Kong; 244 (iv) appropriate UCC and intellectual property search reports for Certificate or Transcript of registry issued by the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties competent authorities of the Borrower flag state 245 on the date of delivery evidencing the Sellers’ ownership of the Vessel and its Subsidiaries;
that the 246 Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by 247 such authority to the closing meeting with the original to be sent to the Buyers as soon as 248 possible after delivery of the Vessel; 249 (v) certificates Declaration of insurance naming Class or (depending on the Administrative Agent as loss payee with respect Classification Society) a Class Maintenance 250 Certificate issued within three (3) five (5) Banking Days prior to property insurance, or additional insured with respect to liability insurance, and covering delivery confirming that the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
251 Vessel is in Class free of condition/recommendation; 252 (vi) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of 253 deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that 254 the registry does not as a matter of practice issue such documentation immediately, a 255 written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith 256 and provide a certificate from an authorized officer or other official evidence of deletion to the Borrower dated as of Buyers promptly and 257 latest within four (4) two (2) weeks after the Closing Date stating that as of such date (A) all representations Purchase Price has been paid 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 Vessel has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have 258 been met or waived;
delivered. 259 (vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the 260 Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry 261 does not as a secretarymatter of practice issue such certificate immediately, a written undertaking 262 from the Sellers to provide the copy of this certificate promptly upon it being issued 263 together with evidence of submission by the Sellers of a duly executed Form 2 stating 264 the date on which the Vessel shall cease to be registered with the Vessel’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
registry; 265 (viii) certificates of good standing Commercial Invoice for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
Vessel; 266 (ix) legal opinions of (ACommercial invoice(s) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPfor bunkers, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock lubricating and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, hydraulic oils and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agentgreases; and
267 (x) such other documents, governmental certificates, agreements, and lien searches A copy of the Sellers’ letter to their satellite communication provider canceling the 268 Vessel’s communications contract which is to be sent immediately after delivery of the 269 Vessel; 270 (xi) Any additional documents as any Lender Party may reasonably requestbe required by the competent authorities of 271 the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the 272 Buyers notify the Sellers of any such documents as soon as possible after the date of 273 this Agreement; and 274 (xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not 275 black listed by any nation or international organisation. 275 (b) At the time of delivery the Buyers shall provide the Sellers with: 277 (i) Evidence that all necessary corporate, shareholder and other action has been taken by 278 the Buyers to authorise the execution, delivery and performance of this Agreement; and 279 (ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf 280 of the Buyers in the performance of this Agreement, duly notalized notarially attested and legalized 281 or apositilled (as appropriate).
Appears in 1 contract
Sources: Memorandum of Agreement
Documentation. The Administrative Agent shall have received Credit Facilities to be documented as an amendment and restatement of the following, duly executed by all Existing Credit Agreement pursuant to the parties thereto, in form Tenth Amended and substance reasonably Restated Credit Agreement on terms satisfactory to the Administrative Agent Lenders, the Agent, the Collateral Agent, the Obligors and the Lenders:
(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 Plan Sponsor. Security: As per Existing Credit Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect subject to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 Partiesfollowing, each in form and substance reasonably acceptable and on terms satisfactory to the Administrative Lenders, the Agent and the Collateral Agent, the Obligors and the Plan Sponsor (collectively, the “Additional Security”): (i) general security agreement, share pledge agreement (as applicable), guarantee and blocked account agreement or deposit account control agreement (as applicable) from each of the Additional Guarantors; provided that, for greater certainty, if the Filter Group Debt has not been repaid in full on or prior to the Effective Date, the Filter Entities will be required to deliver guarantee, general security agreement and blocked account agreement or deposit account control agreement (as applicable) only after the Filter Group Debt has been repaid in full; (ii) amendment to the securities pledge agreement made as of August 28, 2020 between 8704104 Canada Inc. (“8704104”) and the Collateral Agent pursuant to which 8704104 will pledge the equity interests owned by 8704104 in the capital stock of Filter Group Inc. in favour of the Collateral Agent; and
(xiii) confirmations of all of the other existing guarantees, security and subordination agreements from Borrowers and Guarantors; (iv) blocked account agreements or deposit account control agreements, cash collateral agreements and such other documentsagreements as may be required by the Lenders, governmental certificatesin each case, agreementsin connection with the cash collateral provided from time to time by the Borrowers to the Agent, for the benefit of the Lenders and lien searches as any Lender Party may reasonably requestthe LC Lender, in accordance with clause (v) of the Section titled “Prepayments and Repayments” above; (v) to the extent not previously delivered to the Collateral Agent, delivery of the certificates representing the equity interests pledged to the Collateral Agent pursuant to the Security, together with related stock powers duly endorsed in blank; and (vi) registration of financing statements or other appropriate filings or notices in respect of the foregoing in all relevant jurisdictions.
Appears in 1 contract
Documentation. The On the Closing Date, the Administrative Agent shall have received each of the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent:
(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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 A certificate of the Borrower and its Subsidiaries;
(v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurancesigned by an Authorized Officer, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (Aw) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects respects, (except that such materiality qualifier shall not be applicable 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) since the date of the Audited Financial Statements delivered to any representations and warranties that already are qualified or modified by materiality the Administrative Agent, there has been no change in the text thereof)business, property, condition (Bfinancial or otherwise) no Default has occurred or results of operations of the Borrower which could reasonably be expected to have a Material Adverse Effect;
(ii) A certificate dated the Closing Date and is continuingsigned by the Secretary or an Assistant Secretary of the Borrower, certifying as appropriate as to: (x) all action taken by the Borrower in connection with this Agreement and the other Loan Documents; (y) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cz) copies of its Organization 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 of the Borrower in each state where organized or qualified to do business;
(iii) The Bonds signed by an Authorized Officer of the Issuer and authenticated by the Trustee;
(iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer of the Borrower and Issuer and all conditions precedent appropriate financing statements;
(v) A written opinion of special tax counsel, dated the Closing Date, covering federal income tax matters relating to interest on the Bonds and other matters, in form and substance acceptable to the Administrative Agent and its counsel;
(vi) A written opinion of counsel for the Borrower, dated the Closing Date and in the form set forth in this Section 3.1 have been met or waivedSchedule 4.1(a);
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, Evidence that adequate insurance required to be maintained under this Agreement is in full force and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partyeffect;
(viii) certificates A duly completed Compliance Certificate as of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days last day of the fiscal quarter of Borrower most recently ended prior to Closing Date or (B) otherwise effective on the Closing Date, signed by an Authorized Officer;
(ix) legal opinions A funding request of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel the Borrower relating to the Credit Parties, Series 2013 Bonds;
(Bx) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel All material consents required to effectuate the Credit Parties, (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 Agenttransactions contemplated hereby; and
(xxi) Such other documents in connection with such other documents, governmental certificates, agreements, and lien searches transactions as any Lender Party the Administrative Agent or its counsel may reasonably request.
Appears in 1 contract
Sources: Bond Purchase and Covenants Agreement (Vectren Utility Holdings Inc)
Documentation. The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, duly executed each dated the Amendment Effective Date unless otherwise indicated or agreed to by all the parties theretoAdministrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent:
(i) this Agreement Amendment No. 1 executed by the Borrowers and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteHoldings;
(ii) the Guaranty Consent and Agreement in the form attached hereto as Exhibit A, executed by each of the Borrower and all Subsidiaries existing on the Closing DateGuarantors;
(iii) Acknowledgment and Consents, in the Security Agreement form set forth hereto as Exhibit B (each, a "Lender Consent"), executed by the Borrower and each Subsidiary existing on Lenders constituting 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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralRequisite Lenders;
(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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the a Responsible Officer of each Borrower dated as of the Closing Date stating certifying that as of such date both before and after giving effect to this Amendment No. 1:
(A) all the representations and warranties of the Borrower set forth in this Article IV (Representations and Warranties) of the Credit Agreement are 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 that to the extent such materiality qualifier shall not be applicable to any 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 already are qualified or modified by materiality the representations and warranties made in Section 4.12 (Environmental Matters) of the text thereof), 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 has or Event of Default shall have occurred and is be continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;.
(viiv) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates favorable opinion of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 Loan Parties in form and substance reasonably acceptable satisfactory to the Administrative Agent, in each case addressed to the Administrative Agent and the Lenders and addressing such matters as any Lender through the Administrative Agent may reasonably 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
(xvi) such other documents, governmental certificates, agreements, and lien searches additional documentation as any Lender Party the Administrative Agent may reasonably requestrequire.
Appears in 1 contract
Documentation. The Administrative Agent Bank shall have received received, in form and substance satisfactory to Bank, each of the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:: fb.us.7363807.04
(i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note;This Agreement.
(ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date;The Revolving Note.
(iii) the The Security Agreement executed 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, in the opinion of Bank, is reasonably necessary to perfect the security interests and liens created 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, to the extent such security interests and liens can be perfected by filing.
(Cvii) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest Current searches of appropriate filing offices in the Collateral;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.
(ivviii) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties Certificate of the Borrower and its Subsidiaries;
(v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, secretary or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized other appropriate officer of the each Borrower dated as of the Closing Date stating that as of such date (A) certifying that the execution, delivery and performance of this Agreement, the Revolving Note and other documents contemplated hereunder to which such Borrower is a party have been duly approved by all representations and warranties necessary action of the Borrower set forth in this Agreement board of directors of such Borrower, 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 Borrower’s articles of incorporation and bylaws, together with such copies, together with a certification of the names of the officers of such Borrower that are authorized to sign this Agreement, the Revolving Note and other documents contemplated hereunder, together with the true signatures of such officers. Bank may conclusively rely on such certificate until Bank receives a further certificate of the secretary or assistant secretary of such Borrower canceling or amending the prior certificate and submitting the signatures of the officers named 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 3.1 have been met or waived;further certificate.
(viiix) a secretary’s A certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in Borrower from the Secretary of State (or the appropriate official) of the state in which each of formation of such Person is organizedBorrower, which certificates shall be (A) dated a date not earlier more than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 Such other documents, governmental certificates, agreements, and lien searches documents as Bank may require under any Lender Party may reasonably requestother section of this Agreement.
Appears in 1 contract
Documentation. The Administrative Agent shall have received At or prior to the followingclosing of the Loan, duly Borrower must deliver the following documents and other items, executed by and acknowledged as appropriate, all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersLender:
a. the Loan Documents (i) which means this Agreement Agreement, the Note, the Mortgage, security agreement, financing statements, and all attached Exhibits and Schedules and any other documents evidencing, securing, guaranteeing or governing the Notes payable Loan, as they may be extended, renewed or modified from time to each Lender requesting a Notetime);
b. an American Land Title Association (ii“ALTA”) title insurance policy insuring Lender that the Guaranty executed by the Borrower Mortgage constitutes a valid and all Subsidiaries existing enforceable first lien on the Closing DateProperty subject and subordinate only to such liens or other matters as Lender has approved in writing, and with such endorsements as Lender may reasonably require;
(iii) c. a financing statement and personal property lien report, advising Lender that a search of 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 public records discloses no security agreements, if anychattel mortgages, necessary for filing financing statements, title retention agreements, notices or certificates of tax liens or other instruments or documents filed or recorded against Borrower, except those which may have been approved by Lender in writing;
d. a satisfactory appraisal of the Property done by an appraiser approved by Lender in accordance with the appropriate authoritiesUniform Standards of Professional Appraisal Practices and federal applications applicable to Lender, reflecting a market value for the Property in an amount acceptable to Lender, demonstrating that the loan when fully funded does not exceed the aggregate of eighty percent (B80%) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each appraised as-is market value of the House Lots and sixty-five percent (65%) of the appraised as-is market value of the Finished Lots;
e. if requested, a survey of the Property and the improvements thereon certified to Lender in accordance with the standards of the ALTA and the American Congress on Surveying & Mapping;
f. evidence of the casualty and other insurance coverage as required under the Mortgage, this Agreement or otherwise by Lender in writing;
g. if Borrower is not a natural person, copies of Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 BorrowerKaupulehu’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Persongeneral partner’s (A) officers’ incumbencyi.e., (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPMakai, Inc. (the “General Partner”)) organizational documents and evidence of Borrower’s due formation and good standing (certificate of good standing), as special counsel well as due authorization and execution of the Loan Documents;
h. if Borrower is acquiring legal title to the Credit PartiesProperty, a complete and correct copy of the document conveying title to the Property to Borrower;
i. 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;
j. an Environmental Questionnaire and Disclosure Statement prepared and certified by Borrower, or, if Lender requires, an environmental survey of the Property prepared by an environmental consultant satisfactory to Lender;
k. a written opinion or opinions of legal counsel for Borrower and the Guarantor (as defined below), addressed to Lender, covering to Lender’s satisfaction (1) the due authorization, execution, delivery, binding effect and enforceability of the Loan Documents, (B2) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Partiesno undisclosed litigation, (C3) Hallno consents or approvals required, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties(4) no conflicts with or violations of any agreements or laws, and (D5) Draysuch other matters as Lender may require;
l. a tax clearance certificate or certificates issued by the Department of Taxation of the State of Hawaii, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel certifying that all taxes due from Kaupulehu to the Credit Parties, each in form and substance reasonably acceptable to the Administrative AgentState of Hawaii have been paid; and
(x) m. such other documents, governmental certificates, agreements, property information and lien searches other assurances as any Lender Party may reasonably requestrequire.
Appears in 1 contract
Sources: Loan Modification Agreement (Barnwell Industries Inc)
Documentation. The Administrative Agent Lender shall have received the followingfollowing documents, duly executed by all the parties thereto, each to be in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lendersits counsel:
(ia) this Agreement Certified copies of Borrower's casualty insurance policies, together with loss payable endorsement on Lender's standard form of Loss Payee Endorsement naming Lender as loss payee, and all attached Exhibits and Schedules and certified copies of Borrower's liability insurance policies, together with endorsements naming Lender as a co-insured delivered to Lender within thirty (30) days of the Notes payable to each Lender requesting a Notedate hereof;
(iib) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Guaranty executed by liens of Lender in the Borrower Collateral and all Subsidiaries existing on evidence in a form acceptable to Lender that such liens constitute valid and perfected security interests and liens, having the Closing Datelien priority specified herein delivered to Lender within thirty (30) days of the date hereof;
(iiic) Landlord waivers or warehouseman agreements with respect to all premises leased by Borrower and which are disclosed on Exhibit D attached hereto;
(d) A copy of the Security Agreement executed Articles or Certificate of Incorporation of Borrower, and all amendments thereto, certified by the Borrower Secretary of State or other appropriate official of its jurisdiction of incorporation;
(e) Good standing certificates for Borrower, issued by the Secretary of State or other appropriate official of Borrower's jurisdiction of incorporation and each Subsidiary existing jurisdiction where the conduct of Borrower's business activities or the ownership of its assets and properties necessitates qualification;
(f) The Ancillary Agreements duly executed, accepted and acknowledged by or 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 behalf of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateralsignatories thereto;
(ivg) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties The favorable, written opinion of the Borrower and its Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.S.
Appears in 1 contract
Documentation. The Administrative Agent Lender shall have received the followingfollowing documents, duly executed by all the parties thereto, each to be in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lendersits counsel:
(iA) this The Loan Documents duly executed, completed and delivered by Borrower, including the Second Modification of Deeds to Secure Debt, Assignment of Rents and Security Agreement and all in the form of Exhibit E attached Exhibits and Schedules and the Notes payable to each Lender requesting a Notehereto;
(iiB) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing DateCertified copies of Borrower's liability insurance policies, together with endorsements naming Lender as a co-insured;
(iiiC) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Security Agreement executed Liens of Lender in the Collateral and evidence in a form reasonably acceptable to Lender that such Liens constitute valid and perfected security interests and Liens, having the Lien priority specified in Section 5.2(B) hereof;
(D) A copy of the Certificate of Incorporation of Borrower, and all amendments thereto, certified as of a recent date by the Borrower and each Subsidiary existing on Secretary of State of Delaware;
(E) Current good standing certificates (or certificates of existence) for Borrower, issued by 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 Secretary of the issued and outstanding Equity Interests State of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, Delaware and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralGeorgia;
(ivF) appropriate UCC A closing certificate signed by the Chief Financial Officer and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties Secretary or any Assistant Secretary of the Borrower and its Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations hereof, 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)form of Exhibit F attached hereto, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedduly completed;
(viiG) An opinion of Borrower's counsel in the form of Exhibit G attached hereto and copies of the results of a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencyrecent examination under Borrower's name of the Uniform Commercial Code financing statement, (B) authorizing resolutionsfederal and state tax lien and judgment lien records of Gwinnett County, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partyGeorgia;
(viiiH) certificates Lien Subordination Agreements executed by all contractors listed on Exhibit B to Borrower's Affidavit dated as of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;hereof executed by Bruce W. Smith; and
(ix) legal opinions of (A▇) ▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 her documents, governmental certificates, agreements, instruments and lien searches agreements as any Lender Party may shall reasonably requestrequest in connection with the foregoing matters.
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 reasonably satisfactory to the Administrative Agent and the Lendersreceived:
(i) counterparts of this Agreement Amendment executed by the Borrowers, the Guarantor and all attached Exhibits and Schedules and of the Notes payable to each Lender requesting a NoteLenders;
(ii) the Guaranty a Note executed by the Borrower and all Subsidiaries existing on applicable Borrowers in favor of each Lender requesting the Closing Datesame;
(iii) a certificate of a Responsible Officer of each Borrower certifying as to the Security Agreement executed by incumbency and genuineness of the signature of each officer of such Borrower executing Loan Documents to which it is a party and each Subsidiary existing on the Closing Datecertifying that attached thereto is a true, together with correct and complete copy of (A) appropriate UCC-1 financing statements the articles of incorporation (or similar formation document for any Foreign Borrower) of such Borrower and intellectual property security agreementsall amendments thereto, if anycertified 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 Credit Agreement, necessary for filing with the appropriate authoritiesin any jurisdiction where a Governmental Authority certification is neither customary nor available), (B) certificatesthe bylaws (or similar governing documents) of such Borrower as in effect on the date hereof, together with undated(C) resolutions duly adopted by the board of directors or shareholders, blank stock powers for each as applicable, of such certificateBorrower authorizing the transactions contemplated hereunder and the execution, representing all delivery and performance of this Amendment and the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreementother Loan Documents to which it is a party, and (CD) any other documents, agreements, or instruments necessary each certificate required to create, perfect or maintain an Acceptable Security Interest in be delivered pursuant to Section 5.2(b)(iii) of the CollateralCredit Agreement;
(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 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 and its Subsidiaries;under the laws of the jurisdiction of formation of such Borrower; and
(v) certificates of insurance naming 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 loss payee applicable, in order to comply with respect to property insuranceits obligations under applicable “know your customer” and anti-money laundering rules and regulations, or additional insured with respect to liability insuranceincluding the PATRIOT Act and Beneficial Ownership Regulations, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriersin each case, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which extent reasonably requested by the Administrative Agent or such Person is a party;
Lender in writing at least ten (viii10) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 business days prior to Closing Date or (B) otherwise effective on the Closing Amendment No. 12 Effective Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.
Appears in 1 contract
Sources: Five Year Revolving Credit Agreement (BlackRock Inc.)
Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and, where applicable, fully executed by all parties thereto:
(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 DateAgreement, 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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral and the Guaranty;
(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 Subsidiaries;
(viii) 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 and or its Domestic Restricted Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(viiv) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(v) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 3.2 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viiivi) 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 recent date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Funding Date;
(ixvii) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, LLP as special outside counsel to the Credit Parties, Parties and (B) Millerlocal counsel in each relevant jurisdiction, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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
(xviii) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.
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 reasonably satisfactory to Bank, each of the Administrative Agent and the Lendersfollowing, duly executed:
(i) this This Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Line of Credit Note;.
(ii) With respect to Letters of Credit (other than the Guaranty executed by the Borrower Existing Letters of Credit), a Letter of Credit Agreement and all Subsidiaries existing on the Closing Date;Fax Agreement.
(iii) From each Loan Party, such amendments to, or reaffirmations of, the Security Agreement executed Existing Collateral Documents, the Existing Guaranty, and the other Loan Documents, as Bank may require.
(iv) Without limiting the foregoing subsection (iii), amendments of, or reaffirmations of, the T▇▇▇▇ Road Mortgage Documents, in each case in form suitable for recording in the applicable county records if required by the Borrower and each Subsidiary existing on the Closing Date, together with Bank.
(Av) appropriate Such 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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(v) certificates of insurance naming the Administrative Agent UCC-2 financing statement amendments as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;Bank may require.
(vi) a certificate from an authorized officer of the A control account agreement executed by Borrower dated or its Subsidiaries, as of the Closing Date stating that as of such date applicable, and each financial institution (Aother than Bank) 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 with whom 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 3.1 have been met or waived;Loan Party maintains depository relationships.
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencyIf required by Bank, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, an endorsement to the existing title insurance policy issued to Bank with respect to Bank’s Lien on the Credit Documents T▇▇▇▇ Road Real Property, insuring the continued priority of such Lien after giving effect to which such Person is a party;recordation of the assignments and amendments described in subsection (iv) above.
(viii) With respect to each Loan Party, such documentation as Bank may require to establish the due organization, valid existence and good standing of such parties, their qualification to engage in business in each jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform any Loan Documents to which they are a party, and the identity, authority and capacity of each responsible official thereof authorized to act on their behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing for each Credit Party and/or qualifications to engage in business, certified corporate resolutions, incumbency certificates, certificates of responsible officials, and the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;like.
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPSuch other certificates, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 documents, governmental certificatesinstruments, agreements, consents and lien searches opinions as any Lender Party Bank may reasonably requestrequire.
Appears in 1 contract
Sources: Credit Agreement (Symmetricom 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 reasonably satisfactory to the Administrative Agent and the Lendersreceived:
(i) counterparts of this Agreement Amendment executed by the Borrowers, the Guarantors, each Extending Revolving Credit Lender, each Extending USD Revolving Credit Lender, Lenders constituting the required percentage of Lenders to affect the Maturity Extension, Lenders participating in the Increase and all attached Exhibits each Swingline Lender and Schedules and the Notes payable to each Lender requesting a NoteIssuing Lender;
(ii) the Guaranty a Note 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 applicable Borrowers in favor of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) Joining ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, requesting the same;
(iii) a certificate of a Responsible Officer of each Borrower certifying as special counsel 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 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 Credit PartiesAgreement, in any jurisdiction where a Governmental Authority certification is neither customary nor available), (B) Miller, Canfield, Paddock and Stone, P.L.C., the bylaws (or similar governing documents) of such Borrower as Michigan counsel to in effect on the Credit Partiesdate hereof, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C.resolutions duly adopted by the board of directors or shareholders, as Oklahoma counsel applicable, of such Borrower authorizing the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and the other Loan Documents to the Credit Partieswhich it is a party, and (D) Drayeach 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, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel 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 Parties, each in form and substance reasonably acceptable to the Administrative AgentAgreement; and
(xvi) 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 other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestin 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 followingfollowing documents, duly executed by all the parties thereto, each to be in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lendersits counsel:
(iA) this Agreement 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 all attached Exhibits and Schedules and the Notes payable to certified copies of each Borrower's liability insurance policies, together with endorsements naming Lender requesting as a Noteco-insured;
(iiB) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing under the Guaranty executed by Uniform Commercial Code in applicable jurisdictions necessary to perfect the Borrower Liens of Lender in the Collateral, and all Subsidiaries existing on the Closing DateLiens 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;
(iiiC) A copy of the Security Agreement executed by the Certificate of Incorporation of each Borrower and each Subsidiary existing on Guarantor, and all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation and a true and accurate copy of the By-Laws of each Borrower and each Guarantor in effect as of 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 certified by 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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateralcorporation's secretary;
(ivD) appropriate UCC and intellectual property search reports Good standing certificates for the each Borrower and its Subsidiaries reflecting no prior Liens (each Guarantor, issued by the Secretary of State or other than Permitted Liens) encumbering the properties appropriate official of the each Borrower's or such Guarantor's jurisdiction of incorporation and each jurisdiction where such Borrower and its Subsidiariesor such Guarantor is qualified as a foreign corporation;
(vE) certificates A closing certificate signed by the President and Chief Financial Officer of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, each Borrower and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower each Guarantor dated as of the Closing Date Date, stating that as of such date (Ai) all the representations and warranties of the Borrower set forth in this Agreement Section 8 hereof are true and correct in all material respects (except that on and as of such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)date, (Bii) no Default has occurred each Borrower is on such date in compliance in all material respects with all the terms and is continuing; and (C) all conditions precedent provisions set forth in this Section 3.1 have been met Agreement and (iii) on such date no Default or waivedEvent of Default has occurred or is continuing;
(viiF) a secretary’s certificate from Landlord waivers or access agreements duly executed, accepted and acknowledged by or on behalf of each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, of the landlords with respect to the Credit Documents to which such Person locations where a material amount of Collateral is a partylocated;
(viiiG) certificates of good standing for The Other Agreements duly executed and delivered by each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Daterequired signatory thereto;
(ixH) legal opinions the favorable written opinion of (Ai) ▇'▇▇▇▇▇▇▇▇ Graev & Karabell, counsel to Borrowers, substantially in the form of Exhibit 10.1(I)(i), (ii) ▇▇▇▇ & Sharp and (iii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden Keen & ▇▇▇▇▇▇▇.
(I) Written instructions from Borrowing Agent on behalf of Borrowers directing the application of proceeds of any Loan to be made pursuant to this Agreement on the Closing Date, P.C.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 certificate;
(J) Duly executed agreements from each Borrower establishing the Dominion Account for the collection or servicing of the 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 and the Other Agreements and such consents and waivers of third parties that have claims against the Collateral, as Oklahoma Lender and its counsel to shall reasonably deem necessary;
(L) Copies of the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each resolutions in form and substance reasonably acceptable satisfactory to it, of the Administrative AgentBoard of Directors of each Borrower authorizing the execution, delivery and performance of this Agreement, the Loans, Notes, and the Other Agreements on behalf of each Borrower which is a party thereto;
(M) 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 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 or the conduct of its business or inconsistent with the due consummation of the transactions contemplated hereby shall have been issued by any governmental authority;
(N) Any Borrower shall have discharged, or simultaneously with (or from the proceeds of) the initial Revolving Credit Loan and Term Loan shall discharge, all of its obligations under its existing financing arrangements with Prior Lender, including, without limitation, costs, fees and expenses in connection therewith; and
(xO) such Such other documents, governmental certificates, agreements, instruments and lien searches agreements as any Lender Party may reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent shall have received Agent’s receipt of the following, duly each of which shall 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 and each of the Lenders:
(i) executed counterparts of this Agreement and all attached Exhibits and Schedules and the Notes payable to Agreement;
(ii) a Note executed by each Borrower in favor of 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 Datesuch certificates of resolutions or other action, 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 incumbency certificates and/or other certificates of the issued and outstanding Equity Interests Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of the Borrower’s Subsidiaries required each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Security Agreement, and (C) any other documents, agreements, or instruments necessary Loan Documents to create, perfect or maintain an Acceptable Security Interest in the Collateralwhich such Borrower is a party;
(iv) appropriate UCC such documents and intellectual property search reports for 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 Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties jurisdiction of the Borrower and its Subsidiariesorganization;
(v) certificates favorable opinions of insurance naming ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ LLP and such local counsel as the Administrative Agent shall request, in each case addressed to the Administrative Agent and each Lender, as loss payee with respect to property insurance, or additional insured with respect to liability insurance, such matters concerning the Borrowers and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks Loan Documents as required by Section 5.3the Required Lenders may reasonably request;
(vi) a certificate from an authorized officer of the a Responsible Officer of each Borrower dated as of the Closing Date stating that as of such date either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Borrower and the validity against such Borrower of 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 the each Borrower set forth contained in this Agreement 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 materiality qualifier shall not be applicable to any representations representation or warranty is true and warranties that already are qualified or modified by materiality correct in the text thereof)all respects, (B) that no Default has occurred and is continuing; and (C) all conditions precedent set forth in exists as of the Effective Date or would result from the effectiveness of this Section 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutionsAgreement, (C) organizational documentsthat there does not exist any pending or threatened action, and 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) governmental approvalsthat 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, if anyeither individually or in the aggregate, with respect a Material Adverse Effect and (E) as to a true, correct and complete copy of the Credit Documents to which such Person is a party;Closing Date Acquisition Agreement and all amendments or modifications thereto; and
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organizedother assurances, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date certificates, documents, consents or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 documents, governmental certificates, agreements, and lien searches as any Lender Party Agent or the Lenders reasonably may reasonably requestrequire.
Appears in 1 contract
Sources: Term Loan Agreement (Mastec Inc)
Documentation. The Administrative Agent Borrower shall have received delivered or caused to be delivered to the Administrative Agent, at Borrower’s sole cost and expense, the following, duly executed by all the parties thereto, each of which shall be originals and each in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent:
(a) this Amendment executed by Borrower;
(b) at least one fully-executed original Consent of Guarantors/Security Parties in the form of Annex I attached hereto;
(c) with respect to Borrower, such documentation as the Administrative Agent may reasonably require 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) this Agreement attached thereto are true, correct, complete and all attached Exhibits fully executed copies of the Stock Purchase Documents and Schedules and the Notes payable to each Lender requesting a Note;
(ii) the Guaranty executed by the Borrower Preferred Stock Issuance has been completed in accordance with such documents and all Subsidiaries existing on the Closing Dateapplicable Laws;
(iiie) 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 an Opinion of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, Counsel or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if anyreliance thereon, with respect to the Credit Documents to which such Person is a party;
(viii) certificates completion of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 AgentPreferred Stock Issuance; and
(xf) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestthe Acknowledgement of Series A Shareholders in the form of Annex III attached hereto.
Appears in 1 contract
Documentation. The On or before the date on which the initial Borrowing is made or the initial Letter of Credit is issued (or deemed 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 Agent and the Lenders:
(i) a counterpart of this Agreement and all attached Exhibits and Schedules and the Notes payable to executed by each Lender requesting a NoteSubsequent Guarantor;
(ii) any Note requested by a Lender pursuant to Section 2.04 payable to the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Dateorder of such requesting Lender;
(iii) the Security Agreement executed by each Loan Party, together with UCC-1 financing statements necessary to create an Acceptable Security Interest in the Borrower Collateral described therein;
(iv) (A) the Pledge Agreement executed by each Loan Party, together with certificates, powers executed in blank (or in the name of the Collateral Agent) and UCC-1 financing statements necessary to create an Acceptable Security Interest in the Collateral described therein and (B) a Musketeer Pledge Agreement necessary to create an Acceptable Security Interest in the Collateral described therein;
(v) a Mortgage with respect to each Subsidiary existing Mortgaged Property set forth on Schedule 1.01(c), in each case, executed by the Closing Dateapplicable Loan Party, together with (A) appropriate UCC-1 financing statements any documents 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, and (C) any other documents, agreements, or instruments specified therein as necessary to create, perfect or maintain create an Acceptable Security Interest in the Collateral;
Collateral described therein, (ivB) 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 Subsidiaries;
(v) certificates of insurance naming evidence reasonably satisfactory to the Administrative Agent as loss payee that each such Mortgage is in form suitable for filing or recording in the applicable filing or recording offices and that all filing, documentary, stamp, intangible and recording taxes and fees arising in connection with respect to property insuranceany such filing have been paid, and (C) a certification from the American Flood Research, Inc., or additional insured with respect to liability insuranceany successor agency thereto, and covering regarding each such Mortgaged Property and, if any such Mortgaged Property is located in a “flood hazard area” in any Flood Insurance Rate Map published by the Borrower’s and its Subsidiaries’ Properties with Federal Emergency Management Agency (or any successor agency), flood insurance in such insurance carriers, for such amounts and covering such risks total amount as required by Section 5.3Regulation H of the Federal Reserve Board;
(vi) with respect to each bank account required to be identified in the Perfection Certificate pursuant to Section 4.18, an Account Control Agreement executed by the applicable Loan Party and the financial institution with which such account is established, provided that no Account Control Agreements shall be required with respect to any such account established with the institutions serving as the Collateral Agent;
(vii) the Intellectual Property Security Agreement, executed by each Loan Party;
(viii) the Post-Closing Agreement executed by the Parent and the Borrower;
(ix) a certificate from an authorized of the Secretary or Assistant Secretary of each Subsequent Guarantor dated such date and certifying (A) that attached thereto is a true and complete copy of the Organization Documents of such Subsequent Guarantor, including all amendments thereto, as in effect on such 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 Subsequent Guarantor authorizing the Transactions to be entered into by such Subsequent Guarantor 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 Subsequent Guarantor have not been amended since the date of the last amendment thereto shown on the certified copy thereof furnished pursuant to clause (A) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Subsequent Guarantor;
(x) a certificate of another officer of each Subsequent Guarantor dated such date and certifying as to the Borrower dated as incumbency and specimen signature of the Closing Date stating that Secretary or Assistant Secretary executing the certificate pursuant to clause (ix) above;
(xi) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each Subsequent Guarantor 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 certificate dated as of such date from a Responsible Officer of the Parent stating that (A) all representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents are true and correct in all material respects (except provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such materiality qualifier shall not be applicable to any representations representation and warranties that already are qualified or modified by materiality warranty is true and correct in the text thereofall respects), and (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met continuing at the time of or waivedafter giving effect to the initial Borrowing hereunder;
(viixiii) a secretary’s certificate from each Credit Party certifying favorable opinion reasonably acceptable to Administrative Agent, dated such Person’s (A) officers’ incumbencydate, (B) authorizing resolutionsof Cravath, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ Swaine & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Loan Parties;
(xiv) favorable opinions reasonably acceptable to Administrative Agent, in each case dated such date, from local counsel located in each of Panama, the Netherlands, Delaware, Louisiana, Texas, Oklahoma, Washington, New Mexico, Nevada, Wisconsin, and Pennsylvania;
(xv) a certificate from a Financial Officer of the Parent dated such date and addressed to the Administrative Agent and each of the Lenders, which shall be in form and in substance reasonably satisfactory to the Arrangers, certifying that each of the Parent, the Borrower, and the Parent and its Subsidiaries, taken as a whole, in each case after giving effect to the initial Borrowing contemplated hereunder, the InfrastruX Merger, the Refinancing Transactions and the other transactions contemplated hereby, is or are Solvent;
(xvi) a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04, 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 5.04;
(xvii) a certificate from a Financial Officer of the Parent dated such date and 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 immediately after giving pro forma effect to the initial Borrowings and the Transactions, (i) (A) the ratio of Consolidated Debt as of December 31, 2009 to (B) Consolidated EBITDA for the four fiscal quarter period then ended shall not exceed 4.5 to 1.0, (ii) the Consolidated EBITDA for the twelve (12) months ended December 31, 2009 shall be not be less than $120,000,000 and (iii) the Parent and its Subsidiaries shall have a minimum cash balance of at least $90,000,000;
(xviii) a certificate of the Secretary or Assistant Secretary of the Parent dated such date and certifying that attached thereto is a true and complete copy of (A) the Consent Agreements (the “Consent Agreements”) with Highbridge International LLC, Whitebox Combined Partners, LP, Whitebox Convertible Arbitrage Partners, LP, IAM Mini-Fund 14 Limited, HFR Combined Master Trust and Wolverine Convertible Arbitrage Trading Limited (the “Consenting Holders”), (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel the Third Supplemental Indenture to the Credit Parties, 6.5% Indenture and (C) Hallthe Amendment to Consent Agreement dated as of May 10, Estill2010 between the Parent and the Consenting Holders, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., in each case as Oklahoma counsel to the Credit Partiesin effect on such date, and (D) Draythat such agreements have not been modified, Dyekmanrescinded, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each revoked or amended and are in form full force and substance reasonably acceptable to the Administrative Agenteffect; and
(xxix) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requesta certificate of merger from the Secretary of State of Delaware in connection with the InfrastruX Merger.
Appears in 1 contract
Documentation. The Administrative Agent Lender shall have received the followingfollowing documents, duly executed by all the parties thereto, each to be in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lendersits counsel:
(i) this Agreement Certified copies of casualty insurance policies of Borrower, together with loss payable endorsements on Lender's standard form of Loss Payee Endorsement naming Lender as loss payee as its interests may appear, and all attached Exhibits and Schedules and certified copies of the Notes payable to each liability insurance policies of Borrower, together with endorsements naming Lender requesting as a Notecoinsured;
(ii) Copies of all filing receipts or acknowledgments issued by any governmental authority (including, without limitation, the Guaranty executed by FAA) to evidence any filing or recordation necessary to perfect the Borrower Liens of Lender in the Collateral and all Subsidiaries existing on evidence in a form acceptable to Lender that such Liens constitute valid and perfected first priority security interests and Liens, subject only to those Permitted Liens which are expressly stated to have priority over the Closing DateLiens of Lender;
(iii) Copies of the Security Agreement executed Articles or Certificate of Incorporation of each Loan Party and all amendments thereto, certified by the Borrower and each Subsidiary existing on the Closing Date, together with (A) Secretary of State or other 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 official of the issued and outstanding Equity Interests its respective jurisdiction of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateralincorporation;
(iv) Good standing certificates for each Loan Party issued by the Secretary of State or other appropriate UCC official of such Loan Party's respective jurisdiction of incorporation and intellectual property search reports for each jurisdiction where the Borrower conduct of such Loan Party's business activities necessitates qualification and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering in which the properties failure of the Borrower and its Subsidiariessuch Loan Party to be so qualified would have a Material Adverse Effect;
(v) certificates of insurance naming A closing certificate signed by the Administrative Agent as loss payee with respect to property insurance, chief executive or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized financial officer of the Borrower each Loan Party, dated as of the Closing Date Date, stating that as of such date (Aa) all the representations and warranties of the Borrower set forth in this Agreement Section 8 hereof are true and correct in all material respects (except that on and as of such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)date, (Bb) such Loan Party is 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 (c) on such date no Default or Event of Default has occurred and is continuing; ;
(vi) The Security Documents duly executed, accepted and (C) all conditions precedent set forth in this Section 3.1 have been met acknowledged by or waivedon behalf of each of the signatories thereto;
(vii) a secretary’s certificate from The Other Agreements duly executed and delivered by each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partyLoan Party;
(viii) certificates The favorable, written opinion of good standing for each Credit Party in counsel to the state in which each such Person is organized, which certificates shall be Loan Parties as to the transactions contemplated by this Agreement and the other Loan Documents;
(Aix) dated a date not earlier than 30 days prior Written instructions from the Loan Parties directing the application of proceeds of the Bridge Loan and the initial Revolver Loan made to Closing Date or (B) otherwise effective the Loan Parties pursuant to this Agreement on the Closing Date;
(ixx) legal opinions Certificates of the Secretary or an Assistant Secretary of each Loan Party certifying (Aa) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPthat attached thereto is a true and complete copy of the Bylaws of such Loan Party, as special in effect on the date of such certification, (b) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of such Loan Party, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which such Loan Party is a party 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 such Loan Party executing this Agreement or any of the Loan Documents;
(xi) An amendment to the Reimbursement Agreement, duly executed by Borrower and Bank, conforming the definition of the "Applicable Percentage" to the definition of that term as set forth in this Agreement;
(xii) Certificate of the Secretary of the Authority certifying (a) that attached thereto is a true and complete copy of the resolutions adopted by the Authority, authorizing the execution, delivery and performance of the Escrow Agreement and the consummation of the transactions contemplated thereby, and (b) as to the incumbency and genuineness of the signature of each officer of the Authority executing the Escrow Agreement;
(xiii) The favorable, written opinion of counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., Authority as Michigan counsel to the Credit Partiestransactions contemplated by the Escrow Agreement;
(xiv) an opinion from Lender's special FAA counsel, certifying to Lender that Lender has a first priority Lien in the Rotable Spare Parts of Borrower;
(Cxv) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel an amendment to the Credit PartiesDeed of Trust, duly executed by Borrower, the trustee under the Deed of Trust and (D) DrayLender, Dyekmanwith all fees and taxes, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.if any, as Wyoming counsel paid thereon, reflecting the amendments to the Credit Parties, each in form and substance reasonably acceptable Existing Loan Agreement made by this Agreement;
(xvi) an endorsement to the Administrative Agent; policy of title insurance currently insuring the lien of the Deed of Trust, updating the effective date of such policy to the recordation date of the amendment to the Deed of Trust insured thereby executed pursuant to this Agreement, with all premiums thereon paid, and
(xxvii) such Such other documents, governmental certificates, agreements, instruments and lien searches agreements as any Lender Party may shall reasonably requestrequest in connection with the foregoing matters.
Appears in 1 contract
Sources: Loan and Security Agreement (Atlantic Coast Airlines Holdings Inc)
Documentation. The Administrative Agent Lender shall have received the following, duly executed by all the parties theretoreceived, in form and substance reasonably satisfactory to the Administrative Agent Lender and its counsel, a duly executed copy of this Agreement and the Lendersother 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 in form and substance satisfactory to Lender 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 Lender's standard form of Lender Loss Payee naming Lender as lender loss payee;
(b) Certified copies of (i) resolutions of Borrowers' and Parent's respective board of directors authorizing the execution and delivery of this Agreement and all attached Exhibits and Schedules the Loan Documents (as applicable) and the Notes payable to each Lender requesting a Noteperformance of all transactions contemplated hereby and thereby, (ii) Borrowers' and Parent's by-laws, and (iii) incumbency certificates of Borrowers and Parent;
(iic) A copy of the Guaranty executed Articles or Certificates of Incorporation of Borrowers and Parent, and all amendments thereto, certified by an officer of such Borrower or by the Borrower and all Subsidiaries existing on the Closing DateSecretary of State or other appropriate official of their respective jurisdiction of incorporation;
(iiid) the Security Agreement executed Good standing certificates for Borrowers and Parent, issued by the Borrower Secretary of State or other appropriate official of Borrowers' and Parent's jurisdiction of incorporation and each Subsidiary existing on jurisdiction where the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with conduct of Borrowers' businesses activities or the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all ownership of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateraltheir Properties necessitates qualification;
(ive) appropriate UCC and intellectual property search reports for A closing certificate signed by the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties Chief Executive Officers of the Borrower and its Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower Borrowers dated as of the Closing Date 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 date, (Aii) Borrowers are, on such date, in compliance with all representations the terms and warranties of the Borrower provisions set forth in this Agreement are true and correct in all material respects (except that iii) on such materiality qualifier shall not be applicable to any representations and warranties that already are qualified date no Default or modified by materiality in the text thereof), (B) no Event of Default has occurred and or is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;
(viif) a secretary’s certificate from The Security Documents duly executed, accepted and acknowledged by or on behalf of each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to of the Credit Documents to which such Person is a partysignatories thereto;
(viiig) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateThe Other Agreements duly executed and delivered by Borrowers;
(ixh) legal opinions The favorable, written opinion of (A) Carlton, Fields, ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLPP.A., counsel to Borrowers and Parent, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock transactions contemplated by this Agreement and Stone, P.L.C., as Michigan counsel to any of the Credit Parties, (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; andother Loan Documents;
(xi) such other documents, governmental certificates, agreements, An initial Borrowing Base Certificate from Borrowers;
(j) Appropriate arrangements for payment of all fees and lien searches expenses owing hereunder;
(k) Landlord Waivers for each of Borrowers' locations as any Lender Party may reasonably request.listed on Exhibit 6.1 hereto;
(l) Surety Agreement from Parent;
(m) UCC-1
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, in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent:
(ii.) this Agreement and all new Notes reflecting the revised Commitments set forth on Schedule II attached Exhibits and Schedules and the Notes payable to each Lender requesting a Notehereto;
(ii.) an engagement letter among the Guaranty executed by the Borrower Borrower, ▇▇▇▇▇ Fargo, ▇▇▇▇▇ Fargo Securities, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Bank of America, N.A., Citizens Bank of Pennsylvania and all Subsidiaries existing on the Closing DateRBS Citizens, N.A.;
(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 a new fee letter among the Borrower’s Subsidiaries required in connection with the Security Agreement, ▇▇▇▇▇ Fargo and (C) any other documents▇▇▇▇▇ Fargo Securities, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralLLC;
(iv.) appropriate UCC the Supplement No. 2 to Pledge and intellectual property search reports for Security Agreement and the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its SubsidiariesSupplement No. 2 to Guaranty;
(vv.) certificates of insurance naming the Administrative Agent as lender’s loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its SubsidiariesNew Guarantors’ Properties with such insurance carriers, for such amounts and covering such risks as that are required by Section 5.3hereunder;
(vi.) a certificate from an authorized officer a Responsible Officer of the Borrower dated as of the Closing First Amendment Effective Date stating that as of such date (A) after giving effect to this Agreement, 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), 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 only as of such specified date, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 7 have been met or waivedexpressly waived in writing;
(vii.) a secretary’s certificate from the Borrower and each Guarantor (other than the New Grantors) certifying (A) updated incumbencies of authorized officers, (B) authorizing resolutions for this Agreement and the increase in the Commitments and (C) either updated organizational documents or a certification that the organizational documents delivered on the Closing Date or prior to the date hereof in connection with a previous amendment or supplement to the Credit Agreement, the Security Agreement or the Guaranty have not been amended and are in full force and effect;
(viii.) a secretary’s certificate from each Credit Party New Grantor certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent shall have received the followingfollowing documents, duly executed by all the parties thereto, each to be in form and substance reasonably satisfactory to the Administrative Agent and the Lendersits counsel:
(i) this Agreement Copies of casualty insurance policies of Borrower, together with loss payable endorsements on Agent's standard form of Loss Payee Endorsement naming Agent as loss payee as its interests may appear, and all attached Exhibits certified copies of the liability insurance policies of Borrower and Schedules and the Notes payable to each Lender requesting its Subsidiaries, together with endorsements naming Agent as a Notecoinsured;
(ii) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Guaranty executed by Liens of Agent in the Borrower Collateral and all Subsidiaries existing on evidence in a form acceptable to Agent that such Liens constitute valid and perfected first priority security interests and Liens, subject only to those Permitted Liens which are expressly stated to have priority over the Closing DateLiens of Agent;
(iii) Copies of the Security Agreement executed by the Articles of Incorporation of 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 Agreementits Subsidiaries, and (C) any all amendments thereto, certified by the Secretary of State or other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateralappropriate official of its jurisdiction of incorporation;
(iv) appropriate UCC and intellectual property search reports Good standing certificates for the Borrower and each of its Subsidiaries reflecting no prior Liens (issued by the Secretary of State or other than Permitted Liens) encumbering appropriate official of Borrower's and each of its Subsidiaries' jurisdiction of incorporation and each jurisdiction where the properties conduct of Borrower's and such Subsidiary's business activities necessitates qualification and in which the failure of Borrower and its Subsidiariessuch Subsidiary's to be so qualified would have a Material Adverse Effect;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required A closing certificate signed by Section 5.3;
(vi) a certificate from an authorized officer one of the Borrower principal financial officers of Borrower, dated as of the Closing Date Date, stating that as of such date (Aa) all the representations and warranties of the Borrower set forth in this Agreement Section 8 hereof are true and correct in all material respects (except that on and as of such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)date, (Bb) no Default has occurred Borrower and is continuing; its Subsidiaries are on such date in compliance in all material respects with all the terms and (C) all conditions precedent provisions set forth in this Section 3.1 have been met Agreement and the other Loan Documents, and (c) on such date no Default or waivedEvent of Default exists;
(vi) The Security Documents duly executed, accepted and acknowledged by or on behalf of each of the signatories thereto;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, The Other Agreements duly executed and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partydelivered by Borrower;
(viii) certificates The favorable, written opinion of good standing for each Credit Party in counsel to Borrower and its Subsidiaries as to the state in which each such Person is organized, which certificates shall be transactions contemplated by this Agreement and the other Loan Documents;
(Aix) dated a date not earlier than 30 days prior Written instructions from Borrower directing the application of proceeds of the Term Loan and of the initial Revolver Loan made to Closing Date or (B) otherwise effective Borrower pursuant to this Agreement on the Closing Date;
(ixx) legal opinions Certificates of the Secretary or an Assistant Secretary of Borrower and each of its Subsidiaries certifying (Aa) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPthat attached thereto is a true and complete copy of the Bylaws of Borrower or such Subsidiary, as special counsel to in effect on the Credit Partiesdate of such certification, (Bb) Millerthat attached thereto is a true and complete copy of the resolutions adopted 113 by the Board of Directors of Borrower or such Subsidiary, Canfieldauthorizing the execution, Paddock delivery and Stone, P.L.C., as Michigan counsel performance of this Agreement and the other Loan Documents to which Borrower or such Subsidiary is a party and the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to consummation of the Credit Partiestransactions contemplated hereby and thereby, and (Dc) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Partiesincumbency and genuineness of the signature of each officer of Borrower or such Subsidiary executing this Agreement or any of the Loan Documents;
(xi) Duly executed agreement for the establishment of the Dominion Account and a payment direction agreement with each Lockbox Bank providing for the establishment of 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 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 Owned Real Property; (b) the correct location of all buildings, structures and other improvements on the Owned Real Property, including, without limitation, all streets, easements, rights of 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 building lines affecting the Owned Real Property; and (d) a certificate by a registered land surveyor in form and substance reasonably acceptable to Agent, certifying to Agent the Administrative Agent; and
(x) accuracy and completeness of such survey and to such other documents, governmental certificates, agreements, matters relating to the Owned Real Property and lien searches surveys as any Lender Party may reasonably request.Agent shall require;
Appears in 1 contract
Documentation. The Administrative Agent Bank shall have received received, in form and substance satisfactory to Bank, each of the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:thereto (where applicable):
(i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteAgreement;
(ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing DateRevolving Line of Credit Note;
(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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralTerm Note;
(iv) appropriate UCC and intellectual property search reports for the respective security agreements of Borrower and its Subsidiaries reflecting no prior Liens (each other than Permitted Liens) encumbering the properties Obligor in favor of the Borrower and its SubsidiariesBank;
(v) certificates the standby letter 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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3credit agreement of Borrower in favor of Bank;
(vi) a certificate from an authorized officer the commercial letter of the credit agreement of Borrower dated as in favor of the Closing 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 3.1 have been met or waivedBank;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partycontinuing guaranty of Baseline in favor of Bank;
(viii) certificates the continuing guaranty of Microanalytics in favor of Bank;
(ix) the perfection certificate of the 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 of the officers of such Borrower that are authorized to sign this Agreement, the Revolving Line of Credit Note, the Term Note and other documents contemplated hereunder, together with the true signatures of such officers. Bank may conclusively rely on such certificate until Bank receives a further certificate of the secretary or assistant secretary of such Borrower canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate;
(xiv) a certificate of good standing for each Credit Party in Obligor from the Secretary of State (or the appropriate official) of the state in which of formation of each such Person is organizedObligor, which certificates shall be (A) dated a date not earlier more than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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
(xxv) such other documents, governmental certificates, agreements, and lien searches documents as Bank may require under any Lender Party may reasonably requestother Section of this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Mocon Inc)
Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent:
(i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules;
(ii) the Guaranty executed Revolving Notes and the Swing Line Note, if requested by the Borrower and all Subsidiaries existing on the Closing Dateapplicable Lender;
(iii) the Security Agreement Guaranty executed by each Guarantor;
(iv) the Borrower and Security Agreements executed by each Subsidiary existing on the Closing DateCredit Party, 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 authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the Collateral;
(iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior that is superior to all other Liens (other than Permitted Liens) encumbering in the properties of Collateral described in the Borrower and its SubsidiariesSecurity 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 naming issued by the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and applicable insurance carriers covering the Borrower’s 's and its Subsidiaries’ Properties with such insurance carriersRestricted Subsidiaries Properties, for such amounts and covering such risks as required that are contemplated by Section 5.3;
(vivii) a certificate from an authorized officer a Responsible Officer of the Borrower dated as of the Closing 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 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 3.1 have been met or waived;
(viiviii) a certificate from a Financial Officer of the Borrower certifying that, before and after giving effect to the Borrowings contemplated hereunder, the Borrower and each of its Restricted Subsidiaries, taken as a whole, 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 's certificate from Borrower and each Credit Party Guarantor certifying such Person’s 's (A) officers’ ' incumbency, (B) authorizing resolutions, (C) organizational documentsOrganization Documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viiix) certificates of good standing for the Borrower and each Credit Party Guarantor in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier sooner than 30 thirty (30) days prior to Closing Date or (B) otherwise effective on the Closing Effective Date;
(ixxi) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden Fulbright & ▇▇▇▇▇▇▇▇, P.C., as Oklahoma L.L.P. 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
(xxii) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party 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 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 Lender requesting a Note;
(ii) the Guaranty executed by all Wholly-Owned Domestic Restricted Subsidiaries of the Borrower and all Subsidiaries existing on the Closing Effective Date;
(iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, 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 authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement;
(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 Subsidiaries;
(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 BorrowerCredit Party’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(viv) a certificate from an authorized officer of the Borrower dated as of the Closing 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 in all material respects (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties that already are representation is qualified or modified by materiality in the text thereofmateriality), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedmet;
(viivi) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viiivii) certificates of good standing for each Credit Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Effective Date;
(ixviii) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, LLP as special outside counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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;
(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 any Lender Party may reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent:
(i) this Agreement and all attached Exhibits and Schedules Amendment duly executed by the Borrower, the Administrative Agent, the Issuing Lender, the Swing Line Lender, each Increasing Lender, each Additional Lender and the Notes payable to Majority Lenders (calculated in accordance with the Commitments set forth on Schedule II attached hereto), and the Acknowledgement and Reaffirmation attached hereto duly executed by each Lender requesting a Noteof the Guarantors;
(ii) a Revolving Note payable to each Increasing Lender and each Additional Lender in the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Dateamount of such Lender’s Commitment, as amended hereby;
(iii) a Swing Line Note payable to the Security Agreement executed by Swing Line Lender in 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 amount of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security AgreementSwing Line Sublimit Amount, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateralas amended hereby;
(iv) appropriate UCC a secretary’s certificate of each Credit Party dated the Amendment Effective Date and intellectual property search reports for certifying (A) that that there have been no changes to the Borrower organizational documents of each such Person since the Effective Date or attaching such amendments and its Subsidiaries reflecting no prior Liens (other than Permitted LiensB) encumbering that attached thereto is a true and complete copy of resolutions, if applicable, authorizing the properties execution and delivery of this Amendment and the Credit Documents executed in connection herewith and the performance of the Borrower Credit Agreement as amended hereby and its Subsidiariesthe other Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the each state in which each such Person is organized, which certificates shall be organized or qualified to do business;
(vi) a certificate of an authorized officer of the Borrower dated the Amendment Effective Date and certifying (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel both before and after giving effect to the Credit Partiesincrease in the Commitments contemplated by Section 2, no Default has occurred and is continuing, (B) Miller, Canfield, Paddock all representations and Stone, P.L.C., as Michigan counsel to warranties made by the Borrower in the Credit PartiesAgreement 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) Hallthe pro forma compliance with the covenants in Sections 6.16 and 6.17 of the Credit Agreement, Estill, Hardwick, Gable, Golden after giving effect to such increase in the Commitments;
(vii) a legal opinion of Fulbright & ▇▇▇▇▇▇, P.C.▇▇ L.L.P., 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
(xviii) such other documents, governmental certificates, agreements, certificates and lien searches agreements as the Administrative Agent or any Lender Party may reasonably request.
Appears in 1 contract
Sources: Commitment Increase Agreement and Second Amendment (Hi-Crush Partners LP)
Documentation. The Administrative Agent shall have received Agent’s receipt of the following, duly each of which shall 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 and each of the Lenders:
(i) executed counterparts of this Agreement and all attached Exhibits and Schedules and the Notes payable to Agreement;
(ii) a Note executed by each Borrower in favor of 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 Datesuch certificates of resolutions or other action, 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 incumbency certificates and/or other certificates of the issued and outstanding Equity Interests Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of the Borrower’s Subsidiaries required each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Security Agreement, and (C) any other documents, agreements, or instruments necessary Loan Documents to create, perfect or maintain an Acceptable Security Interest in the Collateralwhich such Borrower is a party;
(iv) appropriate UCC such documents and intellectual property search reports for 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 Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties jurisdiction of the Borrower and its Subsidiariesorganization;
(v) certificates favorable opinions of insurance naming ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ LLP and such local counsel as the Administrative Agent shall request, in each case addressed to the Administrative Agent and each Lender, as loss payee with respect to property insurance, or additional insured with respect to liability insurance, such matters concerning the Borrowers and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks Loan Documents as required by Section 5.3the Required Lenders may reasonably request;
(vi) a certificate from an authorized officer of the a Responsible Officer of each Borrower dated as of the Closing Date stating that as of such date either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Borrower and the validity against such Borrower of 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 the each Borrower set forth contained in this Agreement 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 materiality qualifier shall not be applicable to any representations representation or warranty is true and warranties that already are qualified or modified by materiality correct in the text thereof)all respects, (B) that no Default has occurred and is continuing; and (C) all conditions precedent set forth in exists as of the Effective Date or would result from the effectiveness of this Section 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutionsAgreement, (C) organizational documentsthat 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 (DE) governmental approvalsas to a true, if any, with respect to correct and complete copy of the Credit Documents to which such Person is a party;Closing Date Acquisition Agreement and all amendments or modifications thereto; and
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organizedother assurances, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date certificates, documents, consents or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 documents, governmental certificates, agreements, and lien searches as any Lender Party Agent or the Lenders reasonably may reasonably requestrequire.
Appears in 1 contract
Sources: Term Loan Agreement (Mastec Inc)
Documentation. The Administrative On or before the day on which the initial Borrowing is made or the initial Letters of Credit are issued, the 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 LendersBanks, and, where applicable, in sufficient copies for each Bank:
(i) this Agreement and all attached Exhibits and Schedules Agreement, the Notes, the Security Agreement, and the Notes payable to each Lender requesting a NoteMortgage Amendment;
(ii) proper financing statements in form appropriate for filing under the Guaranty executed by Uniform Commercial Code of all jurisdictions that the Borrower and all Subsidiaries existing on Agent may deem necessary or desirable in order to perfect the Closing DateLiens created under the Security Documents;
(iii) [Reserved];
(iv) a favorable opinion of V▇▇▇▇▇ & E▇▇▇▇▇ LLP, counsel to the Security Agreement executed Credit Parties, dated as of the Effective Date, covering such matters as any Bank through the Agent may reasonably request;
(v) a favorable opinion of G▇▇▇▇▇, L▇▇▇▇▇▇ & L▇▇▇▇▇▇▇▇ L.L.C., Louisiana counsel to the Borrower covering the Louisiana-law Mortgages, as amended and/or supplemented by the Mortgage Amendment, and such other matters as any Bank through the Agent may reasonably request;
(vi) a certificate of the Secretary or an Assistant Secretary of the Borrower and each Subsidiary existing on the Closing Date, together with certifying (A) appropriate UCC-1 financing statements certificates of good standing and intellectual property security agreements, if any, necessary existence or qualification to do business for filing with the appropriate authoritiesBorrower from its jurisdiction of organization and each jurisdiction where it is required to be qualified to do business, (B) certificates, together with undated, blank stock powers for each such certificate, representing all the certificate of the issued and outstanding Equity Interests of each incorporation of the Borrower’s Subsidiaries required , (C) the bylaws of the Borrower, (D) the resolutions of the Board of Directors of the Borrower authorizing this Agreement and related transactions, and (E) the incumbency and signatures of the officers of the Borrower authorized to execute this Agreement and related documents;
(vii) a certificate of a Responsible Officer of Borrower stating that (A) the representations and warranties contained in connection with this Agreement and the Security Agreementother Credit Documents are true and correct in all material respects, (B) no Default or Event of Default exists, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest all conditions set forth in this Section 3.1 and in Section 3.2 have been satisfied (assuming satisfaction by the CollateralAgent and the Banks where such satisfaction is specified in such conditions);
(ivviii) appropriate UCC certificates from the Borrower’s and intellectual property search reports for Guarantors’ insurance providers setting forth the insurance maintained by Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering Guarantors, showing that insurance meeting the properties requirements of the Borrower Section 5.2 is in full force and its Subsidiaries;
(v) certificates of insurance naming the Administrative effect and that all premiums due with respect thereto have been paid, showing Agent as loss payee with respect to all such property insurance, or physical damage policies and as additional insured with respect to all such liability insurancepolicies, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as such insurer will provide Agent with at least 30 days’ advance notice of cancellation of any 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Datepolicy;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPsuch UCC lien search reports as Agent shall require, conducted in such jurisdictions and reflecting such names as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 AgentAgent shall request; and
(x) such other documents, governmental certificates, agreements, and lien searches as the Agent or any Lender Party Bank may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Stone Energy Corp)
Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the followingBorrower and the Lenders, and the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, and, with respect to this Agreement, all Guaranties and the LendersEnvironmental Indemnities, in sufficient copies for each Lender:
(i) this Agreement and all attached Exhibits and Schedules the Notes, the Guaranties and the Notes payable to each Lender requesting a NoteEnvironmental Indemnities;
(ii) the Guaranty Security Documents to the extent applicable executed by the Borrower Borrower, the Parent and all Subsidiaries existing on the Closing Dateother Guarantors granting to the Administrative Agent for the benefit of the Lenders an Acceptable Lien in the Collateral, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary or desirable to create an Acceptable Lien in the Collateral, PROVIDED that in the Administrative Agent's discretion certain Security Documents necessary for the granting to the Administrative Agent for the benefit of the Lenders of an Acceptable Lien in Ownership Interests in Persons which are domiciled outside the United States may be executed and delivered within ten (10) Business Days of the Closing;
(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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer a Responsible Officer of the Parent on behalf of the Borrower dated as of the Closing Date stating that as of such date the Closing 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 (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), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, waived in writing; and (D) governmental approvalsto the best of the Borrower's knowledge there are no claims, if anydefenses, with respect 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 each corporation that is either a Guarantor or a general partner or manager of a Guarantor dated as of the date of this Agreement certifying as of the Closing Date (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;
(viii) certificates of good standing for each Credit Party party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Partiescapacity therein indicated, (B) Miller, Canfield, Paddock resolutions of the Board of Directors or the members of the Parent and Stone, P.L.C., as Michigan counsel such other Persons with respect to the Credit Partiestransactions herein contemplated, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel either (x) the copies of the organizational documents of the Parent and such other Persons delivered to the Credit PartiesLenders 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, corporate or limited liability company authorizations necessary or desirable in connection with the transactions herein contemplated, and (DF) Draya true and correct copy of the Intercompany Agreement, Dyekmanthe Merger Agreement and the other principal documents being executed in consummation of the Merger, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel and the documents which evidence the MHC Indebtedness;
(v) a certificate of the Secretary or an Assistant Secretary of MHRI certifying the current (A) resolutions of the Board of Directors of such Person and the shareholders' vote with respect to the Credit Partiestransactions contemplated in the Merger Agreement and the Registration Statements, each and (B) charter and bylaws of MHRI and any modification or amendment to the articles or certificate of incorporation or bylaws of MHRI;
(vi) a certificate of the Secretary or an Assistant Secretary of IHC certifying the current (A) resolutions of the Board of Directors of such Person and the shareholders' vote with respect to the transactions contemplated in the Merger Agreement and the Registration Statements, and (B) charter and bylaws of IHC and any modification or amendment to the articles or certificate of incorporation or bylaws of IHC;
(vii) (A) one or more favorable written opinions of DeCampo, Diamond & Ash, special counsel for the Borrower, the Parent, and their Subsidiaries, in a form and substance 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 (B) such other legal opinions as either of 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, PROVIDED that in the Administrative Agent's discretion certain legal opinions related to Persons which are domiciled outside the United States may be executed and delivered within ten (10) Business Days of the Closing;
(viii) a Compliance Certificate dated as of the Closing Date reflecting for the financial tests covered therein the financial performance for the Borrower for the Rolling Period ended June 30, 2002, together with a certificated pro forma balance sheet of the Parent as of the Closing Date assuming the Merger was consummated and the Pre-Existing Designated Senior Indebtedness 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;
(x) the Equity Inns Letter and the MHC Letter; and
(xxi) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Interstate Hotels & Resorts Inc)
Documentation. The Administrative Agent Representatives of Minco Silver and Sterling shall have received be instructed to prepare and execute the following, duly executed by all the parties theretofollowing agreements, in the usual form and substance reasonably satisfactory to the Administrative Agent and the Lendersfor transactions of this type:
(ia) a Credit Facility Agreement to be- executed on the execution date of this Agreement in which Minco Silver shall extend a $15,000,000 line of credit, subject to 10% interest per annum, to Sterling to meet its necessary general administrative and all attached Exhibits and Schedules and other operating expenses to carry on its business during the Notes payable to each Lender requesting a Note;
(ii) the Guaranty executed by the Borrower and all Subsidiaries existing Transaction; US$5,000,000 of which shall be advanced 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 execution of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.LLP and to be disbursed as has been agreed on execution hereof, and confirmation of the execution and registration of the security documents described in sections 6(c) below; US$10,000,000 of which shall be advanced, from time to time, as Wyoming counsel required for the affairs of Sterling, and as approved by the Committee based on Sterling’s 2008 operating plan and budget, and subject to the Credit Partiesexecution of the Definitive Agreement provided that sufficient funds will be advanced on September 15, each 2008 to pay out the existing bridge loan;
(b) a Management Agreement to be executed on or before August 23, 2008 made effective as of the date of the execution of this Agreement, which agreement shall include the Committee’s on-going mandate, role and scope and authority;
(c) a General Security Agreement and Secured Promissory Note in which Sterling mortgages, charges, and assigns to Minco Silver and grants Minco Silver a second charge security interest in all of the business undertakings of Sterling, documents of title, instruments, intangibles, securities and any other personal property or rights of Sterling no or thereafter owned or acquired by or on behalf of Sterling, in the same form as that currently granted, subject to consent of that lender and substance reasonably acceptable agreement to the Administrative Agentrepay by not later than September 15, 2008 (at which time Minco Silver shall become in first position); and
(xd) a Assignment and Assumption Agreement to be executed on the execution date of this Agreement which agreement shall assign to Minco Silver the Mining Lease entered into between Sterling and Sunshine Precious Metals, Inc. (“Precious Metals”) on June 6, 2003; subject to the consent of Precious Metals of which Sterling shall on a best efforts basis obtain on or before August 23, 2008.
(e) a Definitive Agreement to be executed on or before August 23, 2008 to which shall include the representations and warranties and covenants referred to in this Agreement; and
(f) The principals and other holders of shares representing a minimum of 25% of the currently issued and outstanding shares of Sterling shall on a best efforts basis execute support agreements with Sterling and Minco Silver pursuant to which they will agree to vote their Sterling shares in favour of the Transaction. Sterling will use its best efforts to deliver such other documentsexecuted support agreements to Minco Silver on or before August 23, governmental certificates, agreements2008. Minco Silver understands the long history of Sterling and its importance in the Silver Valley of Idaho. Minco Silver agrees to consider continuing the operation as the “Sunshine Division”, and lien searches as any Lender Party may reasonably requestto ensure local management that are known and respected in the area of the mine.
Appears in 1 contract
Documentation. The On or before the Closing Date, the Administrative Agent and the Lenders shall have received the 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 and the Lenders:
(i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules;
(ii) a Note, if requested by any Lender pursuant to Section 2.02(g) payable to the Guaranty executed by order of such requesting Lender in the Borrower and all Subsidiaries existing on the Closing Dateamount of its Commitment;
(iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateAgreement, together with (A) appropriate UCC-1 financing statements and intellectual property supplemental security agreements, if any, agreements with respect to Intellectual Property that are necessary for filing with to create an Acceptable Lien in the appropriate authoritiesapplicable Borrower’s Party’s interest in such Intellectual Property, (B) certificatesUCC financing statements and any other documents, together agreements or instruments (including lien releases with undated, blank stock powers for each such certificate, representing all of respect to any Collateral currently subject to a Lien other than Permitted Liens) necessary to create an Acceptable Lien in the issued and outstanding Equity Interests of each of Collateral described therein to the Borrower’s Subsidiaries required in connection with the Security Agreementextent 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 other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in of the Collateral;
(iv) appropriate 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 and intellectual property search reports for fixture financings statements, as applicable, (C) a commitment from a title company reasonably acceptable to the Borrower and Collateral Agent, in its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering sole discretion, to issue a title insurance policy assuring the properties Collateral Agent, on behalf of the Borrower 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 its Subsidiariesmaps or plans of the real estate described in the Mortgage;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3Pledge 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 applicable 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 an authorized officer of the Borrower dated as of the Closing Date Borrowers, signed by a Responsible Officer, stating that as of such date (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 (except provided that such materiality qualifier shall not be applicable apply if such representation or warranty is already subject to any representations and warranties that already are qualified or modified by a materiality in the text thereofqualifier), ; (B) no Default has occurred and is continuing; and (C) all subject to a post-closing letter or waiver thereof, the conditions precedent set forth in this Section 3.1 3.01 have been met met; 42
(x) copies of the certificate or waivedarticles 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;
(viixi) a secretary’s certificate from each Credit Party of the Secretary or Assistant Secretary or other officer of the Borrowers certifying such Person’s (A) officers’ incumbencythat 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 resolutionsthe 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 that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation or articles of incorporation or other equivalent organizational documentsdocuments of each Borrower Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (xi) below, and (D) governmental approvals, if any, with respect as to the incumbency and specimen signature of each officer executing any Credit Documents to which such Person is Facility Document, Borrowing Request or any other document delivered in connection herewith on behalf of a partyBorrower;
(viiixii) certificates from the appropriate Governmental Authority certifying as to the good standing, status, existence and authority of good standing for each Credit Party in of the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateBorrower Parties their respective jurisdictions;
(ixxiii) legal such customary favorable opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Borrowers and the other Borrower Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel addressed to the Credit PartiesAdministrative Agent and the Lenders and concerning such matters as the Administrative Agent may reasonably request;
(xiv) a certificate from the Borrowers, (C) Hallsigned on its behalf by the Financial Officer of the Borrowers, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel addressed to the Credit PartiesAdministrative Agent and each of the 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 Security Documents;
(Dxvi) Draya Borrowing Base Certificate dated as of June 26, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to 2015;
(xvii) IRS form W-9 of Borrower;
(xviii) the Credit Parties, each Fee Letter in form and substance reasonably acceptable satisfactory to the Administrative Agentparties thereto; and
(xxix) duly executed Approved Bailee Letters with respect to all Inventory of the Borrower Parties located at locations not owned by a Borrower Party in fee simple, if any;
(xx) the Initial Financial Statements; and
(xxi) such other documents, governmental certificates, agreements, certificates and lien searches agreements as the Administrative Agent or any Lender Party may reasonably request.. 43
Appears in 1 contract
Documentation. The Administrative Agent Lender shall have received the followingfollowing documents, duly executed by all the parties thereto, each to be in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lendersits counsel:
(iA) this The Security Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Noteany other Security Documents duly executed by Borrower;
(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 A legal opinion of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇Alst▇▇ & ▇▇▇▇▇▇ LLPird, as special counsel to Borrower, substantially in the Credit Parties, (B) Miller, Canfield, Paddock form of Exhibit "M" attached hereto and Stone, P.L.C., as Michigan counsel to the Credit Parties, incorporated by reference herein;
(C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to A Compliance Certificate in the Credit Parties, form of Exhibit "K" attached hereto and incorporated by reference herein duly executed by an officer of Borrower;
(D) DrayCertificates or policies of insurance evidencing compliance with the applicable provisions of this Agreement;
(E) A request for Advance pursuant to Section 9.4 hereof and a Borrowing Base Report;
(F) Certified copies of Borrower's casualty insurance policies, Dyekmantogether with loss payable endorsements on Lender's standard form of Loss Payee Endorsement naming Lender as loss payee, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.and certified copies of Borrower's liability insurance policies, together with endorsements naming Lender as Wyoming counsel 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 Credit PartiesLiens 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 Articles or Certificate of Incorporation of Borrower, and all amendments thereto, and a copy of the Bylaws of Borrower, each in form and substance reasonably acceptable to certified by the Administrative Agent; and
(x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.secretary of Borrower;
Appears in 1 contract
Sources: Loan Agreement (Friedmans Inc)
Documentation. The Administrative Agent shall have received DIP Facility (including the followingterms and conditions applicable thereto) will be documented pursuant to and evidenced by (a) a credit agreement, duly executed by all the parties theretonegotiated in good faith, in form and substance reasonably satisfactory substantially similar to the Administrative Agent and the Lenders:
Existing Term Loan Agreement, with such modifications as are (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note;
set forth herein, (ii) necessary to reflect the Guaranty executed by terms of the Borrower and all Subsidiaries existing on Interim Order or the Closing Date;
Final Order, as applicable, (iii) usual and customary for debtor-in-possession financings of this kind and/or otherwise necessary or desirable to effectuate the Security Agreement executed by financing contemplated hereby and/or to reflect the Borrower capital structure 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 operational requirements of the issued Debtors and outstanding Equity Interests of each the existence and continuance of the Borrower’s Subsidiaries required in connection with the Security AgreementChapter 11 Cases (including customary representations and warranties, covenants and (Cevents of default for debtor-in-possession financings of this kind) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral;
and (iv) appropriate UCC and intellectual property search reports for reasonably required by the Borrower and its Subsidiaries reflecting no prior Liens Required DIP Lenders (other than Permitted Liens) encumbering in consultation with the properties of DIP Lenders, except the Borrower and its Subsidiaries;
(v) certificates of insurance naming the Administrative Agent as loss payee DIP Lenders shall have a consent right with respect to property insuranceany proposed modification to the voting provisions, pro rata sharing provisions or additional insured with respect to liability insurance, payment waterfall and covering other customary “sacred” lender rights) (the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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“DIP Credit Agreement”), (Bb) no Default has occurred and is continuing; and an order (C) all conditions precedent set forth in this Section 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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
Required DIP Lenders and the DIP Agent in their sole discretion) entered by the Bankruptcy Court approving the DIP Facility on an interim basis (xthe “Interim Order”), (c) such other documentsan order (in form and substance acceptable to the Required DIP Lenders and the DIP Agent in their sole discretion) entered by the Bankruptcy Court approving the DIP Facility on a final basis (the “Final Order”, governmental certificatesand together with the Interim Order, the “DIP Orders”) and (d) as applicable, the related notes, security agreements, collateral agreements, pledge agreements, control agreements, guarantees, mortgages and lien searches other legal documentation or instruments as any Lender Party may are, in each case, usual and customary for debtor-in-possession financings of this type and/or reasonably requestnecessary or desirable to effectuate the financing contemplated hereby (including such agreements, documents and instruments constituting “Credit Documents” under, and as defined in, the Existing Term Loan Agreement) (all of the foregoing, together with the DIP Credit Agreement and the DIP Orders, collectively, the “DIP Loan Documents”). The foregoing shall be collectively referred to herein as the “Documentation Principles”.
Appears in 1 contract
Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:
(ia) 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 Borrower, the Original Guarantors, the Administrative Agent, the Collateral Agent, the Swingline Lender, the Revolving Lenders, the Issuing Banks, the Mandated Lead Arrangers, the Bookrunners, the Lead Arranger and the Co-Underwriter, and all attached Schedules;
(b) the Security Agreements executed by each Subsidiary existing on Credit Party that owns or operates one or more vessels granting to the Closing DateCollateral Agent for the benefit of the Finance Parties a Lien in earnings from the Mortgaged Revolving Credit Facility Rigs and the Insurance Policies with respect to the Mortgaged Revolving Credit Facility Rigs to secure the Obligations, in each case 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, and (C) any other documents, agreements, agreements or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the Collateralsuch collateral;
(ivc) the Rig Mortgages executed by each Credit Party that owns one or more vessels granting a Lien to the Collateral Agent in the Initial Mortgaged Revolving Credit Facility Rigs to secure the Obligations, together with any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Initial Mortgaged Revolving Credit Facility Rigs and the revenues therefrom;
(d) certificates from the appropriate UCC Governmental Authority certifying as to the good standing, existence and intellectual property search reports for authority of each of the Borrower and its Subsidiaries reflecting no prior Liens Credit Parties in all jurisdictions where required by the Administrative Agent;
(other than Permitted Liense) encumbering the properties certificates from a Responsible Officer of the Borrower and its Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower such Person set forth in this Agreement and in the other Finance Documents to which it is a party 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), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 Schedule 2 have been met or waivedmet;
(viif) copies, certified as of the Closing Date by a secretary’s certificate from Secretary or Assistant Secretary of each Credit Party certifying such Person’s of (A) officers’ incumbencythe resolutions of the Board of Directors of that Credit Party approving the Finance Documents to which it is a party and the transactions contemplated thereby, and (B) authorizing resolutions, (C) organizational documents, all other documents evidencing other necessary corporate action and (D) governmental approvals, if any, with respect to this Agreement and the other Finance Documents;
(g) certificates of a Secretary or Assistant Secretary of each of the Credit Parties certifying the names and true signatures of officers of the Credit Parties authorized to sign this Agreement, Utilisation Requests, Renewal Requests, all other notices to be issued pursuant to the Finance Documents and the other Finance Documents to which such Person is Credit Parties are a party;
(viiih) certificates of good standing a detailed report from the Parent Company's independent maritime insurance broker with respect to all Insurance Policies in effect with respect to the Initial Mortgaged Revolving Credit Facility Rigs, specifying for each Credit Party in such Insurance Policy the state in which amount thereof, the risks insured against thereby, the name of the insurer and each insured party thereunder and the policy or other identification number thereof, together with a certificate from such Person is organized, which certificates shall be broker certifying that all such Insurance Policies are (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Partiesin full force and effect, (B) Millerare placed with such insurance companies, Canfieldunderwriters or associations, Paddock in such amounts, against such risks, and Stone, P.L.C.in such form, as Michigan are normally issued against by Persons of similar size and established reputation engaged in the same or similar businesses and similarly situated and as are necessary or advisable for the protection of the Collateral Agent as mortgagee and (C) conform with the requirements of this Agreement;
(i) a favourable opinion of Baker Botts L.L.P., counsel to the Credit PartiesBorrower, (C) Hall, Estill, Hardwick, Gable, Golden & substantially in th▇ ▇▇▇m ▇▇ ▇he attached Schedule 12;
(j) a favourable opinion of the general counsel of the Parent Company substantially in the form of the attached Schedule 13;
(k) a favourable opinion of Herbert Smith, English law counsel for the Arrangers substantial▇▇ ▇▇ ▇▇▇ ▇▇▇, P.C., as Oklahoma counsel m of Schedule 14;
(l) favourable opinions reasonably satisfactory to the Credit Parties, Administrative Agent covering the items in the attached Schedule 15 from local counsel located in Panama and Vanuatu;
(Dm) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel a certificate from the chief financial officer of the Parent Company addressed to the Credit PartiesAdministrative Agent and each of the Revolving Lenders, each which shall be in form and in substance reasonably acceptable satisfactory to the Administrative Agent, regarding the matters set forth in Clause 22.26 (Solvency);
(n) a certificate from the chief financial officer of the Parent Company addressed to the Administrative Agent and each of the Revolving 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 are true and correct in all material respects based upon the assumptions stated therein and the best information reasonably available to such officer at the time such projections were made and shall describe any changes therein and state that such changes shall not, individually or in the aggregate, cause a Material Adverse Change to occur;
(o) copies of each of the Merger Documents certified by 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 and 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;
(p) copies of each promissory note evidencing Intercompany Debt, if any;
(q) a copy of the formal report or "management letter" submitted to the Parent Company by its independent accountants in connection with the annual audit made by it of the books of the Parent Company for the fiscal year ending 2001; and
(xr) such other documents, governmental certificates, agreements, and lien searches as any Lender acknowledgment from Ince & Co. with respect to its irrevocable appointment by each Credit Party may reasonably requestpursuant to Clause 41.2 (Service of process).
Appears in 1 contract
Sources: Revolving Credit Agreement (Pride International Inc)
Documentation. The Administrative Exit ABL Agent shall have received the following, duly executed by all the parties or signatories thereto, in form and substance reasonably consistent with the term sheet attached to this Agreement as Exhibit G and otherwise satisfactory to the Administrative Exit ABL Agent and the lenders party to the Exit Facility Agreement (the “Exit Lenders”) in their reasonable discretion:
(ia) this the Exit Facility Agreement and all attached Exhibits and Schedules and any Notes (as defined in the Notes Exit Facility Agreement) payable to each Exit Lender requesting that has requested a NoteNote at least two Business Days prior to the Exit Facility closing date;
(iib) the Guaranty a guaranty and collateral agreement executed by the Parent, each material domestic Subsidiary of 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, Exit Facility closing date together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in a security interest the CollateralExit Facility collateral to the extent required by such guaranty and collateral agreement and consistent with the term sheet attached to this Agreement as Exhibit G;
(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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vic) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such Exit Facility closing date (A) all representations and warranties of certifying 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 3.1 clauses 5, 6, 7, 8, 9, 13, 14, 18, 21 and 22 below have been met or waivedmet;
(viid) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) customary legal opinions of (Ai) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, Loan Parties and (Dii) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming local counsel to the Credit Partiesopinions, each in form and substance reasonably acceptable to the Administrative Exit ABL Agent; and
(xe) such payoff letters or other documents, governmental certificates, agreements, and lien searches as customary evidence of termination in a form reasonably acceptable to the Exit ABL Agent with respect to any Lender Party may reasonably requestindebtedness not permitted to be outstanding pursuant to the terms of the Exit Facility Agreement on the Exit Facility closing date.
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement (Superior Energy Services Inc)
Documentation. The Administrative Agent shall Acquired Companies have received made available to Buyer correct and complete copies of the followingfollowing documents for each Employee Plan, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:
extent applicable: (i) this Agreement where the Employee Plan has been reduced to writing, the most recent plan documents, amendments, and all attached Exhibits and Schedules and the Notes payable trust agreements or other funding arrangements relating to each Lender requesting Employee Plan, including any insurance policies, contracts and benefit booklets under which benefits are provided, or where the Employee Plan has not been reduced to writing, a Note;
written summary of all material plan terms; (ii) the Guaranty executed by most recent favorable IRS advisory, opinion or determination letter relating to any Employee Plan that is a pension plan (as defined in Section 3(2) of ERISA) which is intended to be qualified under Section 401(a) of the Borrower and all Subsidiaries existing on the Closing Date;
Code; (iii) in the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Datecase of any Employee Plan for which a Form 5500 must be filed, 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 a copy of the issued three most recently filed Forms 5500 (with schedules and outstanding Equity Interests of each financial statements attached), and a copy of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral;
three most recently distributed summary annual reports; (iv) appropriate UCC the current summary plan description including all summaries of material modifications, and intellectual property search reports for the Borrower summaries of benefits and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries;
coverages; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, three (3) most recent nondiscrimination and covering top-heavy tests performed under the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
Code; (vi) a certificate copies of material, non-routine notices, letters, or other correspondence from an authorized officer the IRS, Department of the Borrower dated as Labor, Department of the Closing Date stating that as of such date (A) all representations Health 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 Human Services, Pension Benefit Guaranty Corporation, or modified by materiality other Governmental Entity in the text thereof), five (B5) no Default has occurred years preceding the date hereof; (vii) copies of IRS or U.S. Department of Labor written inquires or audits in the five (5) years preceding the date hereof; (viii) fidelity bond and is continuingfiduciary insurance policies; and (Cix) all conditions precedent set forth in this Section 3.1 have been met any filings and related documentation or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencycorrespondence under any amnesty, (B) authorizing resolutionsvoluntary compliance, (C) organizational documentsself-correction, and (D) governmental approvalsor similar program sponsored by any Governmental Entity, if anyincluding the Employee Plans Compliance Resolution System, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party Voluntary Fiduciary Correction Program, or Delinquent Filer Voluntary Correction Program in the state in which each such Person is organized, which certificates shall be five (A5) dated a years preceding the date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requesthereof.
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 Requisite Lenders and each Tranche B Lender, and, where applicable, in sufficient copies for the Administrative Agent and the Lenderseach Lender:
(i) this Agreement i. the Eighth Amendment, any Note if requested by a Tranche B Lender payable to such Lender in the amount of its Tranche B Commitment and all attached Exhibits exhibits and Schedules schedules hereto and the Notes payable to each Lender requesting a Notethereto;
(ii) . certificates of a Responsible Officer of each Credit Party as of the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date;
(iii) the Security date of this Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements attesting to the resolutions of the Board of Directors of such Credit Party approving the execution, delivery and intellectual property security agreementsperformance of the Loan Documents to which such Credit Party is a party, (B) certifying and attaching the Organizational Documents of such Credit Party, (C) certifying to and attaching all other documents evidencing other necessary corporate action and governmental approvals, 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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurancethis Agreement, or additional insured with respect to liability insurancethe Eighth Amendment, any Notes, and covering the Borrower’s other Loan Documents and its Subsidiaries’ Properties with (D) certifying the names and true signatures of the officers of such insurance carriersCredit Party authorized to sign this Agreement, for any Notes and the other Loan Documents to which such amounts and covering such risks as required by Section 5.3Credit Party is a party;
(vi) iii. Intentionally Omitted;
iv. certificates of good standing for each Credit Party in each state in which each Credit Party is organized, which certificate shall be dated as of a date not less than 15 days prior to the Eighth Amendment Effective Date and acceptable to the Requisite Tranche B Lenders and the Requisite Lenders;
v. a certificate from an authorized officer of the Borrower dated as of the Closing Date date of this Agreement from the Responsible Officer of the Borrower stating that as of such date (A) all representations and warranties of the Borrower 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 materiality qualifier shall not be applicable to any date (except in the case of representations and warranties that already are qualified made solely as of an earlier date or modified by materiality in the text thereoftime, which representations and warranties shall be true and correct as of such earlier date or time), ; and (B) no Default has occurred and is continuingcontinuing as of such date; and (C) all the conditions precedent set forth in this Section 3.1 Appendix 3 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, satisfied; and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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) vi. such other documents, governmental certificates, agreements, agreements and lien searches as any Lender Party the Administrative Agent or the Requisite Tranche B Lenders may reasonably request.
Appears in 1 contract
Sources: Delayed Draw Term Loan Credit Agreement (Par Petroleum Corp/Co)
Documentation. The Administrative Agent shall have received the 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 Lender requesting a Noteapplicable Lender;
(ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Dateeach Guarantor;
(iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Dateof its Subsidiaries, together with (A) appropriate UCC-1 and UCC-3 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement;
(iv) appropriate UCC amendments to each of the Mortgages, duly executed and intellectual property search reports for delivered by the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering each Subsidiary holding an interest in the properties of the Borrower and its Subsidiariesunderlying real property;
(v) the Registration Rights Agreement executed by the Borrower;
(vi) the Exchange Agreement executed by the Borrower, the other Credit Parties and the Investors party thereto;
(vii) the Intercreditor Agreement executed by the Note Collateral Agent, the Borrower and the other Credit Parties;
(viii) evidence that the Administrative Agent has an Acceptable Security Interest in the Collateral;
(ix) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insuranceinsured, as applicable, and covering the Borrower’s and or its Subsidiaries’ Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3that are acceptable to the Administrative Agent;
(vix) a certificate from an authorized officer of the Borrower dated as of the Closing Restatement 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 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 3.1 have been met or waived;
(viixi) a secretary’s certificate from Borrower and each Credit Party Guarantor certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viiixii) certificates of good standing for the Borrower and each Credit Party Guarantor in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Restatement Effective Date;
(ixxiii) a legal opinions of (A) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties▇ ▇▇▇▇▇ LLP, and (DC) Dray, Dyekman, ▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.▇▇, each as Wyoming outside counsel to the Credit PartiesBorrower and the Guarantors, each in form and substance reasonably acceptable to the Administrative Agent;
(xiv) evidence that all obligations outstanding under the Bilateral Agreement have been satisfied in full and all Liens in favor of Whitebox Advisors LLC, as Administrative Agent on behalf of the lenders party to the Bilateral Agreement, related to the Bilateral Collateral have been released, terminated and otherwise satisfied; and
(xxv) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.
Appears in 1 contract
Documentation. The Administrative On or before the day on which the initial Borrowing is made or the initial Letter of Credit is issued, the Facility Agent and the Lenders shall have received the following, each dated as of the Closing Date unless otherwise indicated below, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Facility Agent and the Lenders:
(i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules;
(ii) any Note requested by a Lender pursuant to Section 2.02(g) payable to the Guaranty executed by order of such requesting Lender in the Borrower and all Subsidiaries existing on the Closing Dateamount of each Tranche of its Term Commitment, Top-Up Commitment or Revolving Commitment;
(iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateAgreement, 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, and (C) any other documents, agreements, agreements or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the CollateralCollateral described therein;
(iv) appropriate UCC and intellectual property search reports the Pledge Agreement pledging to the Collateral Agent for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties benefit of the Borrower Secured Parties all of the Equity Interests of the Subsidiaries of the Parent and its Subsidiariesthe Subsidiaries of the other Loan Parties, 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 Interest;
(v) certificates the Collateral Assignment of insurance naming the Administrative Agent as loss payee with respect Rig Construction Contract and any other documents, agreements or instruments necessary to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3create an Acceptable Security Interest therein;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing Effective Date from a Responsible Officer of the Parent stating that as of such date (A) all representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents to which it is a party 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), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waivedmet;
(vii) 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 secretary’s recent date by the Secretary of State or other functional equivalent of the jurisdiction of its organization, if available;
(viii) a certificate from of the Secretary or Assistant Secretary of each Credit Loan Party dated as of the Closing Date and certifying such Person’s (A) officers’ incumbencythat attached thereto is a true and complete copy of the by-laws or other functional equivalent of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other functional equivalent of such Loan Party authorizing resolutionsthe execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of each 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 documentsdocuments of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate furnished pursuant to clause (vii) above, and (D) governmental approvals, if any, with respect as to the Credit Documents to which 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 Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateLoan Party;
(ix) legal opinions a certificate of another officer dated as of the Closing Date as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (Aviii) above;
(x) certificates from the appropriate Governmental Authority certifying as of a recent date as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where required by the Facility Agent;
(xi) a favorable opinion dated as of the Closing Date of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special New York counsel to the Credit Loan Parties;
(xii) a favorable opinion dated as of the Closing Date of ▇▇▇▇▇▇ and Calder, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan Cayman Islands counsel to the Credit Loan Parties, ;
(Cxiii) Hall, Estill, Hardwick, Gable, Golden & a favorable opinion dated as of the Closing Date of ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming English counsel to the Credit Parties, each in form and substance reasonably acceptable Facility Agent;
(xiv) a certificate from the chief financial officer of the Parent dated as of the Closing Date addressed to the Administrative AgentFacility Agent and each of the Lenders regarding the matters set forth in Section 4.19;
(xv) a certificate from the chief financial officer of the Parent addressed to the Facility Agent and each of the Lenders which shall reaffirm that as of the Closing Date the Projections prepared by the Parent and previously provided to the Joint Bookrunners and the Lenders are true and correct in all material respects based upon the assumptions stated therein and the best information reasonably available to such officer at the time such Projections were made and shall describe any changes therein and state that such changes shall not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(xvi) copies of each of the Transaction Documents certified as of the Closing Date by a Responsible Officer (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 condition thereof shall have been amended, modified or waived after the execution thereof without the prior written consent of the Majority Lenders;
(xvii) copies of each of the Drillship Documents certified as of the Closing Date by a Responsible Officer (A) as being true and correct copies of such documents as of the Closing Date, and (B) as being in full force and effect;
(xviii) a pro forma certificate as to the prospective coverage under the Insurance Policies required by Section 5.04 and the applicable provisions of the Security Documents;
(xix) acknowledgment from CT Corporation System as of the Closing Date with respect to its irrevocable appointment by each Loan Party pursuant to Section 10.14(b);
(xx) no less than three Business Days prior to the Closing Date, all documentation and other information which any Joint Bookrunner, any Agent or any Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and
(xxxi) such other documents, governmental certificates, agreements, certificates and lien searches agreements as any Agent or any Lender Party may reasonably request.
Appears in 1 contract
Documentation. The Administrative Agent shall have received the 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 and the LendersAgent:
(i1) counterparts of this Agreement and all attached Exhibits and Schedules Amendment duly executed by the Borrower, each Lender and the Notes payable to each Lender requesting a NoteAdministrative Agent;
(ii2) a Revolving Note payable to the Guaranty executed order of each Increasing Lender in the amount of such Increasing Lender’s Commitment, as increased hereby, as requested by the Borrower and all Subsidiaries existing on the Closing Datesuch Lender;
(iii3) a Swingline Note payable to 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 order of the issued and outstanding Equity Interests of each Swingline Lender in the amount of the Borrower’s Subsidiaries required in connection with the Security AgreementSwingline Sublimit Amount, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateralas increased hereby;
(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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi4) a certificate from an authorized officer a Responsible Officer of the Borrower dated as of the Closing Date Effective Time stating that as that, both before and after giving effect to this Amendment and the increase of such date the Aggregate Commitment pursuant to this Amendment (Ai) all representations and warranties of the Borrower set forth in this 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 that 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 (Bexcept 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 has shall have occurred and is be continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;
(vii5) a secretary’s certificate from each Credit Party of the Borrower dated the Effective Time and certifying (i) that there have been no changes to the organizational documents of the Borrower since the First Amendment Effective Date or attaching such Person’s (A) officers’ incumbencyamendments, (Bii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing resolutions, (C) organizational documents, the execution and (D) governmental approvalsdelivery of this Amendment and the Loan Documents executed in connection herewith, if any, the performance of the Credit Agreement as amended hereby and the other Loan Documents and the increase of the Aggregate Commitment 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;
(6) a certificate from a Responsible Officer of the Borrower dated the Effective Time and certifying that the conditions of Section 2.02 of the Credit Agreement with respect to the increase of the Aggregate Commitment pursuant hereto (other than the requirements of Section 2.02(b) of the Credit Documents Agreement with respect to which such Person is a partynotices and timing) have been satisfied;
(viii7) such documents and certificates of as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing for each Credit Party in of the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateBorrower;
(ix) 8) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to for the Credit PartiesBorrower, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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
(x9) such other documents, documents and governmental certificates, agreements, and lien searches certificates as any the Lender Party Parties may reasonably request.
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 and each Lender, and, where applicable, in sufficient copies for the LendersAdministrative Agent and each Lender:
(i) this Agreement Agreement, any Note if requested by a Lender pursuant to Section 2.4(e) payable to such Lender in the amount of its Commitment, the Pledge and Security Agreement, Mortgages on such of the Credit Party’s Properties as are listed on Exhibit C, and each of the other Loan Documents, and all attached Exhibits exhibits and Schedules schedules hereto and the Notes payable to each Lender requesting a Notethereto;
(ii) favorable opinion(s) of Credit Parties’ counsel dated as of the Guaranty executed by date of this Agreement covering the Borrower matters as Administrative Agent and Lenders may reasonably request;
(iii) certificates of a Responsible Officer of each Credit Party as of the date of this Agreement (A) attesting to the resolutions of the Board of Directors of such Credit Party approving the execution, delivery and performance of the Loan Documents to which such Credit Party is a party, (B) certifying and attaching the Organizational Documents of such Credit Party (C) certifying to and attaching all Subsidiaries existing on other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, any Note, and the other Loan Documents and (D) certifying the names and true signatures of the officers of such Credit Party authorized to sign this Agreement, any Notes and the other Loan Documents to which such Credit Party is a party;
(iv) certificates of insurance that comply with the requirements of Section 5.2;
(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) certificates of good standing for each Credit Party in each jurisdiction in which such Credit Party is organized, which certificate shall be dated as of a date within five (5) days prior to the Closing Date;
(iiivii) the Security Agreement executed by the Borrower and certificates of good standing for each Subsidiary existing on Credit Party in each jurisdiction in which such Credit Party is qualified to do business (other than as covered in clause (vi) immediately above), where its failure to be duly qualified or licensed would cause a Material Adverse Change, which certificates shall be dated as of a date within ten (10) days prior to 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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(viviii) a certificate from an authorized officer of the Borrower dated as of the Closing Date date of this Agreement from the Responsible Officer of the Borrower stating that as of such date (A) all representations and warranties of the Borrower each Credit Party set forth in this Agreement are true and correct in all material respects as of such date (except that such materiality qualifier shall not be applicable to any in the case of representations and warranties that already 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 except that any representation and warranty that is qualified as to “materiality” or modified by materiality “Material Adverse Change” shall be true and correct in the text thereofall respects), ; (B) as of the date hereof, immediately after giving effect to the making of the First Advance and the applications of the proceeds thereof, no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 Agentsatisfied; and
(xix) such other documents, governmental certificates, agreements, agreements and lien searches as any Lender Party the Administrative Agent or the Requisite Lenders may reasonably request.
Appears in 1 contract
Sources: Term Loan Agreement (Gevo, Inc.)
Documentation. The Administrative Agent Purchaser shall have received received, on or prior to the Closing Date, the following, duly executed by all each in the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Purchaser and the Lendersits counsel:
(i1) duly executed counterparts of this Agreement by each of the Obligors and the Purchaser, together with 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 hereto updated as of the Closing Date;
(iii2) 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 Borrower Company, certifying as to no default and each Subsidiary existing on the Closing Datecertain other matters, together with and attaching true, correct and complete copies of all Existing Senior Secured Debt Documents;
(A7) appropriate [intentionally deleted];
(8) [intentionally deleted];
(9) UCC-1 financing statements and intellectual property security agreements, if any, necessary Financing Statements for filing with the in each appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of jurisdiction naming each of the Borrower’s Subsidiaries required in connection with Obligors as “debtor” and the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in Purchaser as “secured party” covering the Collateral;
(iv10) [intentionally deleted];
(11) Lien search results with respect to each Obligor, from all appropriate UCC jurisdictions and intellectual property search reports for filing offices as requested by the Borrower Purchaser, with results satisfactory to the Purchaser, together with executed originals of such termination statements, releases and its Subsidiaries reflecting no prior cancellations of mortgages required by the Purchaser in connection with the removal of any Liens (other than Permitted Liens) encumbering against the properties assets of the Borrower and its SubsidiariesObligors;
(v12) certificates of insurance naming the Administrative Agent as loss payee with respect to property insuranceSecretary Certificate by each Obligor, or additional insured by the Company on behalf of itself and each other Obligor, together with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer attached copies of the Borrower dated 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 the Closing 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 continuinga recent date; and (Cb) all conditions precedent set forth good standing certificates or jurisdictional equivalent for each Obligor, issued by the relevant Secretary of State and or equivalent governmental authority in this Section 3.1 have been met or waived;
which such Obligor is organized, in each case as of a recent date; (viic) a secretary’s certificate from copy of resolutions adopted by the governing board of each Credit Party certifying such Person’s (A) officers’ incumbencyObligor, (B) authorizing resolutionsthe execution, (C) organizational documents, delivery and (D) governmental approvals, if any, with respect to performance of this Agreement and the Credit other Transaction Documents to which such Person Obligor is a partyparty 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;
(viii13) certificates favorable legal opinion of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇H▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C.LLP, as Oklahoma counsel to the Credit PartiesObligors 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 (DC) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to updated financial projections for the Credit PartiesCompany and its consolidated subsidiaries, each in form and substance reasonably acceptable satisfactory to the Administrative AgentPurchaser, copies of which are attached as Exhibit C hereto;
(16) a duly executed solvency certificate from the 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
(x17) such each other documentsTransaction Document and closing item specified as an item to be delivered on or prior to the Closing 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, governmental certificatesas applicable, agreementsin each case, and lien searches as any Lender Party may reasonably requestdetermined by the Purchaser.
Appears in 1 contract
Sources: Note Purchase Agreement (Staffing 360 Solutions, Inc.)
Documentation. The Administrative Agent shall have received the following, duly executed by all the parties theretoreceived, in form and substance reasonably satisfactory to Lender and its counsel, a duly executed copy of this Agreement and the Administrative 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 in form and substance satisfactory to Agent and its counsel, including without limitation, the Lendersfollowing:
(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 all attached Exhibits and Schedules the Loan Documents (as applicable) and the Notes payable to each Lender requesting a Noteperformance of all transactions contemplated hereby and thereby, (ii) Borrowers' and Guarantor's by-laws and limited partnership agreements, as applicable, and (iii) incumbency certificates of Borrowers and Guarantor;
(iic) A copy of the Guaranty executed Articles or Certificates of Incorporation or Certification of limited partnership, as applicable, of Borrowers and Guarantor, and all amendments thereto, certified by an officer of such Borrower or by the Borrower and all Subsidiaries existing on the Closing DateSecretary of State or other appropriate official of their respective jurisdiction of incorporation;
(iiid) the Security Agreement executed Good standing certificates for Borrowers and Guarantor, issued by the Borrower Secretary of State or other appropriate official of Borrowers' and Guarantor's jurisdiction of incorporation and each Subsidiary existing on jurisdiction where the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with conduct of Borrowers' businesses activities or the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all ownership of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateraltheir Properties necessitates qualification;
(ive) appropriate UCC and intellectual property search reports for A closing certificate signed by the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties Chief Executive Officers of the Borrower and its Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower Borrowers dated as of the Closing Date 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 date, (Aii) Borrowers are, on such date, in compliance with all representations the terms and warranties of the Borrower provisions set forth in this Agreement are true and correct in all material respects (except that iii) on such materiality qualifier shall not be applicable to any representations and warranties that already are qualified date no Default or modified by materiality in the text thereof), (B) no Event of Default has occurred and or is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;
(viif) a secretary’s certificate from The Security Documents duly executed, accepted and acknowledged by or on behalf of each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to of the Credit Documents to which such Person is a partysignatories thereto;
(viiig) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateThe Other Agreements duly executed and delivered by Borrowers;
(ixh) legal opinions The favorable, written opinion of (A) Carlton Fields P.A. and Kantor, Davidoff, Wolfe, Mandelker & Kass, ▇.▇., ▇▇▇▇▇▇▇ & to Borrowe▇▇▇▇ ▇▇▇ LLPGuarantor, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & t▇▇ ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇cti▇▇▇ & ▇▇▇▇▇▇ P.C.contemplated by this Agreement and any of the other Loan Documents;
(i) An initial Borrowing Base Certificate from Borrowers;
(j) Appropriate 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, as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and
(x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.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, 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 Lender requesting a Noteapplicable Lender;
(ii) the Guaranty executed by each Subsidiary of the Borrower and all Subsidiaries existing on the Closing Effective Date;
(iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement;
(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 fully executed reaffirmations or amendments of the Borrower existing Mortgages covering all fee owned real property of any Credit Party, together with (A) 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 its Subsidiaries(B) 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) a reaffirmation of 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 lender’s loss payee with respect to property insurance, or and additional insured with respect to liability insurance, and covering the Borrower’s and or its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3that are acceptable to the Administrative Agent;
(vivii) a certificate from an authorized officer of the Borrower dated as of the Closing 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 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)correct, (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.1(b), (e), and (m) have been met or waivedmet;
(viiviii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, and (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partyOrganization Documents;
(viiiix) certificates of good standing for each Credit Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Effective Date;
(ixx) legal opinions of (A) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ US LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma Texas counsel to the Credit Parties, and (DB) Dray, Dyekman, ▇▇▇▇ & Weld ▇▇▇▇▇▇ P.C., S.C., as Wyoming Wisconsin counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent;
(xi) letter of 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
(xxii) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.
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, 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:
(i) this Agreement executed by all of the other Loan Parties and all attached Exhibits and Schedules;
(ii) any Note requested by a Lender pursuant to Section 2.02(g) payable to the order of such requesting Lender in the amount of its Revolving Commitment;
(iii) Rig Mortgage(s) duly authorized, 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 Closing Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of such Person set forth in this Agreement and in the other Loan Documents to which it is a 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 Lenders:
(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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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
(xxxiv) such other documents, governmental certificates, agreements, certificates and lien searches agreements as any Lender Party the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Revolving Credit Agreement (Seahawk Drilling, Inc.)
Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the followingBorrower and the Lenders, and the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, and, with respect to this Agreement, all Guaranties and the LendersEnvironmental Indemnity, in sufficient copies for each Lender:
(i) this Agreement and the Revolving Notes, all attached Exhibits and Schedules Guaranties, and the Notes payable to each Lender requesting a NoteEnvironmental Indemnity;
(ii) the Guaranty Security Documents to the extent applicable executed by the Borrower Borrower, the Parent and all Subsidiaries existing on the Closing Dateother Guarantors granting to the Administrative Agent for the benefit of the Lenders an Acceptable Lien in the Collateral, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary or desirable to create an Acceptable Lien in the Collateral, provided that in the Administrative Agent’s discretion certain Security Documents necessary for the granting to the Administrative Agent for the benefit of the Lenders of an Acceptable Lien in Ownership Interests in Persons which are domiciled outside the United States may be executed and delivered within ten (10) Business Days of the Closing;
(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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer a Responsible Officer of the Parent on behalf of the Borrower dated as of the Closing Effective Date stating that as of such date 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 (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), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, waived in writing; and (D) governmental approvalsto the best of the Borrower’s knowledge there are no claims, if anydefenses, with respect 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 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 certifying as of the date of this Agreement (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;
(viii) certificates of good standing for each Credit Party party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Partiescapacity therein indicated, (B) Miller, Canfield, Paddock resolutions of the Board of Directors or the members of the Parent and Stone, P.L.C., as Michigan counsel such other Persons with respect to the Credit Partiestransactions herein contemplated, (C) Halleither (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, Estill(D) a true and correct copy of the partnership agreement for the Borrower and each Guarantor which is a partnership, Hardwick(E) a true and correct copy of all partnership, Gablecorporate or limited liability company authorizations necessary or desirable in connection with the transactions herein contemplated, Golden & (F) a true and correct copy of the Intercompany Agreement, and (G) a true and correct copy of the Senior Indenture — $200,000,000 91/8% Senior Notes;
(v) (A) one or more favorable written opinions of D▇▇▇▇▇▇, P.C.Diamond & Ash, as Oklahoma special counsel to for the Credit PartiesBorrower, the Parent, and (D) Draytheir Subsidiaries, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in a form and substance 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 (B) 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;
(vi) 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 September 30, 2002, duly completed and executed by the Chief Financial Officer or Treasurer of the Parent; and
(xvii) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Meristar Hospitality Corp)
Documentation. (a) The parties hereto, and each entity making the Reaffirmations set forth in Section 5 hereof, shall have duly executed and delivered to the Administrative Agent shall have received the following, seventeen (17) duplicate originals of this Amendment.
(b) The Borrower has duly executed by and delivered to the Administrative Agent (i) the Replacement Revolving Notes in favor of each of the Lenders, in the form as set forth on Exhibit A hereto with all blanks appropriately completed; (ii) a Replacement Swingline Note in favor of the parties theretoSwingline Lender, in form as set forth on Exhibit C hereto with all blanks appropriately completed and substance reasonably satisfactory (iii) a Replacement Alternative Currency Note, as necessary, for each Lender whose Alternative Currency Sublimit has been modified pursuant to Schedule 2.1 hereto, in substantially the form as set forth on Exhibit B to the Agreement with appropriate replacement language and all blanks appropriately completed.
(c) The Borrower and each Guarantor shall have executed and delivered to the Administrative Agent a certificate setting forth the resolutions and other authorizing documents as necessary for the transactions contemplated by this Amendment, or certifying that no changes have been made to such resolutions and documents as previously delivered to the Administrative Agent and that the Lenders:same continue in full force and effect and are effective for the transactions contemplated by this Amendment.
(id) this Agreement and all attached Exhibits and Schedules and the Notes payable Counsel 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, and (C) any other documents, agreements, or instruments necessary Guarantors shall have delivered an opinion to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 content acceptable to the Administrative Agent; and
(x) such other documents, governmental certificates, agreementsaddressed to each Lender and the Administrative Agent, and lien searches covering such matters as any Lender Party may reasonably requestare requested by the Administrative Agent and its counsel with respect to this Amendment and other documents required in connection herewith.
Appears in 1 contract
Sources: Loan Agreement (Moog Inc)
Documentation. The Administrative Agent shall have received (a) BMS has provided or will provide MPP with one copy of all documents, data (including, but not limited to clinical data) or other information Controlled by BMS to the followingextent that such documents, duly executed by all data and information are the parties theretosubject of the Licensed Manufacturing Know-How and are, in form BMS's good faith judgment, reasonably necessary for the manufacture and substance registration (in the manner previously manufactured by or for BMS) of the Licensed Compound or a Licensed Product and are reasonably satisfactory available to BMS without undue searching, provided however that the foregoing will in no event require BMS to provide copies of laboratory notebooks or manufacturing run records required to be maintained by BMS under applicable law. BMS will further provide the Sublicensees with NCE or other regulatory exclusivity waivers, as applicable, to the Administrative Agent and extent required by the Lenders:Regulatory Authorities for national registration in the Territory of the Licensed Products.
(ib) Such documentation will not be used by MPP or a Sublicensee for any purpose other than the manufacture and registration of the Licensed Compound and Licensed Products in accordance with this Agreement and all attached Exhibits is Confidential Information of BMS. MPP will assume full responsibility and Schedules and the Notes payable liability to each Lender requesting a Note;BMS for any unauthorized use or disclosure of such Confidential Information.
(iic) BMS will be responsible for the Guaranty executed cost of providing one set of copies only. In addition to paper and other tangible copies, BMS will, upon MPP's request and where reasonably available to BMS without undue searching, also provide to MPP electronic copies of such documents, data and other information; provided however that BMS will have no obligation to reformat or otherwise alter or modify any such materials in electronic form, in order to provide them to MPP. BMS will respond to reasonable requests from Sublicensees for clarification on the information provided under this clause 4.1(c), where responses to such requests are, in BMS's good faith judgment reasonably necessary for the manufacture and registration (in the manner previously manufactured by or for BMS) of the Borrower Licensed Compound or a Licensed Product.
(d) Any and all Subsidiaries existing on such materials delivered to MPP pursuant to this clause 4 are and will remain the Closing Date;
(iii) sole property of BMS. BMS represents and warrants to MPP that the Security Agreement executed by information provided to MPP pursuant to this clause 4 will be true, to the Borrower and each Subsidiary existing on the Closing Datebest of BMS's knowledge, 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, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the 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 Subsidiaries;
(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 and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;
(vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as date 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 3.1 have been met or waived;
(vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;
(viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;
(ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (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 documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestdocumentation.
Appears in 1 contract