Effectiveness; Conditions Precedent. This Agreement shall be effective upon: (a) receipt by the Administrative Agent of copies of this Agreement duly executed by the Borrower, the Guarantors, the Administrative Agent and the Lenders; (b) receipt by the Administrative Agent, for itself and for account of the Lenders, of any fees and expenses required to be paid in connection with this Agreement; 1 (c) receipt by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties; (d) receipt by the Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which each Loan Party is a party; (e) receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation; (f) receipt by the Administrative Agent, with respect to each Mortgaged Property (other than the properties located in Birmingham, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property; (g) receipt by the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020; (h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent in connection with this Agreement (directly to such counsel if requested by the Administrative Agent); and (i) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower, as requested by any Lender.
Appears in 2 contracts
Sources: Credit Agreement (Green Plains Partners LP), Credit Agreement (Green Plains Inc.)
Effectiveness; Conditions Precedent. This The effectiveness of this Amendment and the amendments to the Credit Agreement shall be effective uponherein provided are subject to the satisfaction of the following conditions precedent:
(a) receipt by the Administrative Agent shall have received each of copies the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent:
(i) counterparts of this Agreement Amendment, duly executed by the Borrower, the Guarantorseach Credit Party, the Administrative Agent Agent, the Required Lenders (prior to giving effect to this Amendment) and the LendersJoining Lender;
(ii) executed copies of the Required Certificates for each Specified Acquisition; and
(iii) an executed copy of a certificate of the Borrower dated as of the date hereof signed by an Authorized Officer of the Borrower certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or consenting to the increase in the Aggregate Revolving Commitments provided by this Amendment;
(b) receipt (i) each of Ebix Consulting, Inc., and Vertex, Incorporated shall have delivered Guaranty Joinder Agreements, Security Joinder Agreements and Pledge Joinder Agreements, to the extent applicable, as required by Section 7.11 of the Credit Agreement, (ii) the Borrower shall have delivered a Pledge Agreement Supplement with respect to its interest in Ebix Consulting, Inc., and (iii) the Administrative AgentAgent shall have received all other documents required pursuant to Section 7.11, to the extent applicable, with respect to the Specified Acquisitions, including, without limitation, all certificated Equity Interests with accompanying stock powers for itself and for account of the Lenders, of any fees and expenses required new Subsidiary acquired pursuant to be paid in connection with this Agreement; 1a Specified Acquisition;
(c) receipt by after giving effect to this Amendment (and giving effect to any Credit Extension to occur substantially simultaneously with such effectiveness and the Administrative Agent increase in the Aggregate Revolving Commitments), as of reasonably satisfactory opinions the Amendment Effective Date, no Default or Event of counsel to the Loan Parties;Default shall have occurred and be continuing; and
(d) receipt by after giving effect to this Amendment, the Administrative Agent Borrower shall be in compliance, on a pro forma basis (as provided in Section 1.3 of such certificates the Credit Agreement) with the financial covenants set forth in Section 8.7 of resolutions or other action, incumbency certificates and/or other certificates the Credit Agreement as of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which each Loan Party is a partyEffective Date;
(e) receipt by all fees and expenses payable to the Administrative Agent of such documents (including the fees and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(f) receipt by the Administrative Agent, with respect to each Mortgaged Property (other than the properties located in Birmingham, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements expenses of counsel to the Administrative Agent in connection with this Agreement (directly to such counsel if requested by the Administrative Agent); and
(i) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower, as requested by any Lenderextent invoiced prior to the date hereof) shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).
Appears in 2 contracts
Sources: Credit Agreement (Ebix Inc), Credit Agreement (Ebix Inc)
Effectiveness; Conditions Precedent. (a) This Agreement, including the increased Tranche D Commitments, the Tranche C+ Commitments and the conversion of the Exchanged Series C Shares to Tranche B Loans, shall become effective on the first date on which each of the following conditions have been satisfied or waived (such date, the “Sixteenth Amendment Effective Date”):
(i) This Agreement shall be effective upon:
(a) receipt by have been executed on the Administrative Agent of copies of this Agreement duly executed by the Borrower, the Guarantors, the Administrative Agent and the Lenders;
(b) receipt Signing Date by the Administrative Agent, for itself the Loan Parties and for account of the Lenders, of any fees and expenses required Signatory Lenders (such execution not to be paid in connection with this Agreement; 1
(cunreasonably delayed or waived) receipt by and the Administrative Agent shall have received counterparts to each which, when taken together, bear the signatures of reasonably satisfactory opinions each of counsel to the Loan Parties;other parties hereto.
(dii) receipt by Borrower has arranged for payment on the Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Sixteenth Amendment and the other Loan Documents to which each Loan Party is a party;
(e) receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(f) receipt by the Administrative Agent, with respect to each Mortgaged Property (other than the properties located in Birmingham, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower Effective Date of all reasonable and documented feesout-of-pocket fees and expenses then due and payable pursuant to the Financing Documents and the funds flow memorandum delivered pursuant to clause (ix) below.
(iii) Each of the Vitol RCF Agreement, charges the Vitol S&O Agreement, and disbursements the Intercreditor Agreement shall have been executed on the Signing Date by all parties thereto and the Administrative Agent shall have received counterparts to each which, when taken together, bear the signatures of each of the other parties thereto.
(iv) The Administrative Agent shall have received a copy of a direct agreement in respect of the Vitol S&O Agreement, in form and substance reasonably satisfactory to the Administrative Agent. |US-DOCS\147873560.21||
(v) The Administrative Agent shall have received an opinion of ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent, the Lenders and Vitol (as administrative agent and collateral agent under the Vitol RCF Agreement) and dated as of the Signing Date, in form and substance satisfactory to the Administrative Agent in connection with this Agreement and Vitol (directly and the Borrower hereby instructs such counsel to deliver such opinion to such counsel if requested by Persons).
(vi) The Administrative Agent shall have received copies of UCC, judgment lien, tax lien and litigation lien search reports, which reports will be dated a recent date reasonably acceptable to the Administrative Agent listing all effective financing statements that name Sponsor, SusOils, Holdings, Borrower or Project Company, in each case as debtor, and that are filed in the jurisdictions in which the UCC-1 financing statements will be filed in respect of the Collateral, none of which shall cover the Collateral except to the extent evidencing Permitted Liens.
(vii) The Administrative Agent shall have received an executed copy of each of the deliverables listed in Section 2.2 of the Transaction Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(viii) The Administrative Agent and the Lenders shall have received an executed copy of a Borrowing Request for Tranche D Loans for funding on or about the Sixteenth Amendment Effective Date.
(ix) Borrower shall have delivered to the Administrative Agent a funds flow memorandum detailing the proposed flow, and use, of the Loan proceeds, in form and substance reasonably satisfactory to the Administrative Agent and Vitol.
(x) Each other condition in Section 4.03 of the Credit Agreement, other than Sections 4.03(a); and, (b) and (i) thereto, shall have been satisfied in accordance with the terms of the Credit Agreement.
(b) The obligation of each Tranche D Lender with any unfunded Tranche D Commitments to make Tranche D Loans in the amount set forth next to such ▇▇▇▇▇▇’s name on Exhibit A attached hereto under the caption “Total Unfunded Tranche D Commitments” shall become effective on the first date on which each of the following conditions have been satisfied or waived (each such date, a “Post-16th Amendment Funding Date”):
(i) if The Administrative Agent and the Lenders shall have received an executed copy of a Borrowing Request for Tranche D Loans.
(ii) Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation have delivered to the BorrowerAdministrative Agent a funds flow memorandum detailing the proposed flow, as requested by any Lenderand use, of the Loan proceeds, in form and substance reasonably satisfactory to the Administrative Agent and Vitol.
(iii) Each other condition in Section 4.03 of the Credit Agreement, other than Sections 4.03(a) through (b) thereto, shall have been satisfied in accordance with the terms of the Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Global Clean Energy Holdings, Inc.), Credit Agreement (Global Clean Energy Holdings, Inc.)
Effectiveness; Conditions Precedent. This Amendment, the amendments to the Credit Agreement provided in Sections 1 and 2 hereof and the waiver provided in Section 3 hereof shall be effective uponas of the date first written above upon the satisfaction of the following conditions precedent:
(a) receipt by the The Administrative Agent of copies shall have received counterparts of this Agreement Amendment, duly executed by the Company, each Borrower, the Guarantors, the Administrative Agent each Guarantor and the Required Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf);
(b) receipt by The Administrative Agent shall have received a copy of an amendment to each other outstanding Transaction Facility, in each case, in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent, for itself and for account of the Lenders, of any fees and expenses required to be paid in connection with this Agreement; 1
(c) receipt by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties;
(d) receipt by the Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which each Loan Party is a party;
(e) receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(f) receipt by the Administrative Agent, with respect to each Mortgaged Property (other than the properties located in Birmingham, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent in connection with this Agreement (directly to such counsel if requested by the Administrative Agent); and
(i) if The Company shall have paid any fees required to be paid on the Borrower qualifies date hereof pursuant to that certain Fee Letter dated as a “legal entity customer” under of May 3, 2017 by and among the Beneficial Ownership RegulationCompany, it Bank of America, N.A., and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated; (ii) an amendment fee shall deliver a Beneficial Ownership Certification in relation have been received by the Administrative Agent for each Lender executing this Amendment by 3:00 p.m. (New York time) on May 5, 2017 for the account of such Lender, paid to the BorrowerAdministrative Agent, equal to 0.25% (25 bps) multiplied by each such Lender’s Commitments as requested by any Lenderof the date hereof; and (iii) all other fees and expenses of the Administrative Agent (including the fees and expenses of counsel to the Administrative Agent) to the extent due and payable under Section 10.04(a) of the Credit Agreement and for which invoices have been presented a reasonable period of time prior to the effectiveness hereof shall have been paid in full (which fees and expenses may be estimated to date without prejudice to final settling of accounts for such fees and expenses).
Appears in 2 contracts
Sources: Revolving Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V)
Effectiveness; Conditions Precedent. This Amendment and the amendments to the Credit Agreement and Subsidiary Guaranty provided in Sections 1, 2 and 3 hereof shall be effective uponas of the date first written above upon the satisfaction of the following conditions precedent:
(a) receipt by the The Administrative Agent of copies shall have received counterparts of this Agreement Amendment, duly executed by the Company, each Borrower, the Guarantorseach Guarantor, the Administrative Collateral Agent and the Required Lenders;, which counterparts may be delivered by facsimile or other electronic means (e.g. “.pdf” or “.tif”).
(b) receipt by The Administrative Agent shall have received a copy of an amendment to the Existing Revolving Credit Agreement and the Existing 2015 Term Loan Credit Agreement, in each case, in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent, for itself and for account of duly executed by the Lenders, of any fees and expenses required to be paid in connection with this Agreement; 1requisite parties thereto.
(c) receipt The Administrative Agent shall have received a copy of an amendment to each Note Purchase Agreement (the “NPA Amendments”), which, in respect of the 2012 Note Purchase Agreement, shall include an extension of the maturity date of all the Series A Notes (as defined in the 2012 Note Purchase Agreement) to no earlier than June 18, 2018 (or to an earlier date, as long as the Company has the sole right to cause a further extension of such maturity date to no earlier than June 18, 2018), and, in each case, shall be in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties;requisite parties thereto.
(d) receipt by The Administrative Agent shall have received copies of the Hydra Merger Documentation in form and substance reasonably satisfactory to the Administrative Agent.
(e) The Administrative Agent shall have received copies of the Hydra Commitment Letters, which shall be in form and substance reasonably satisfactory to the Administrative Agent and, without limiting the foregoing, shall provide commitments sufficient to, and require use of such certificates proceeds thereof to, (i) repay the unpaid principal amount of (A) all outstanding Loans and all interest and other amounts owing or payable under the Loan Documents, and any other Obligations, (B) all Indebtedness (including principal, interest and other amounts) outstanding under the Existing Revolving Credit Agreement and Existing 2015 Term Loan Credit Agreement, and (C) all outstanding NPA Notes and all interest and other amounts owing or payable under the Note Purchase Agreements, in each case, in cash in full (other than contingent indemnification obligations for which no claim has been made), (ii) Cash Collateralize or replace all outstanding L/C Obligations (as defined in this Agreement and the Existing Revolving Credit Agreement), (iii) repay all Existing Moon Debt (as defined in the Combination Agreement) in full in cash (provided that up to $100,000,000 of projected cash in hand available to ▇▇▇▇▇▇▇▇▇ International, Inc. on the closing date for the Hydra Transaction may be taken into account when determining whether sufficient commitments have been provided to repay all Existing Moon Debt) and (iv) replace, as necessary, all Bilateral LOC Credit Facilities (as defined in the Intercreditor Agreement).
(f) The Administrative Agent shall have received, with respect to ▇▇▇▇▇▇▇▇▇ International, Inc., (i) a quarterly integrated financial model with project level detail, (ii) project review information, (iii) current work in progress schedule and (iv) information regarding its sales pipeline.
(g) The Administrative Agent shall have received a summary of the provisions in the Hydra Transaction Documentation relating to conditions to closing, termination events, termination fees and the definition of “Material Adverse Effect”, for distribution to the Lenders, in form and substance satisfactory to it.
(h) The Administrative Agent shall have received resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Dutch Loan Party, UK Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with U.S. Loan Party authorizing this Amendment and the other Loan Documents to which each Loan Party such Person is a party;party executed in connection with this Amendment.
(ei) receipt (i) The Company shall have paid any fees required to be paid on the date hereof pursuant to that certain Fee Letter dated as of December 18, 2017 among the Company and Bank of America, N.A., (ii) an amendment fee shall have been received by the Administrative Agent for each Lender executing this Amendment by 3:00 p.m. (New York time) on December 18, 2017 for the account of such documents Lender, equal to the greater of (x) 0.20% and certifications (y) the amendment fee (or similar) payable to each holder of the NPA Notes as consideration for its entry into the NPA Amendments (calculated as a percentage of the principal amount of such holder’s outstanding NPA Notes and excluding any fee paid to extend the maturity of the Series A Notes (as defined in the 2012 Note Purchase Agreement)), in either case, multiplied by each such Lender’s Commitments as of the date hereof and (iii) all other fees and expenses of the Administrative Agent may reasonably require (including the fees and expenses of counsel and the financial advisor to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(f) receipt by the Administrative Agent, with respect ) to each Mortgaged Property (other than the properties located in Birmingham, AL extent due and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest payable under Section 10.04(a) of the applicable Loan Party Credit Agreement and for which invoices have been presented on or before the date that is one day prior to the date hereof shall have been paid in full (which fees and expenses may be estimated to date without prejudice to final settling of accounts for such Mortgaged Property;
(g) receipt fees and expenses). For purposes of determining compliance with the conditions set forth in this Section 4, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender unless the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel shall have received noticed from such Lender prior to the Administrative Agent in connection with this Agreement (directly to such counsel if requested by the Administrative Agent); and
(i) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower, as requested by any Lenderdate hereof specifying its objection thereto.
Appears in 2 contracts
Sources: Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V)
Effectiveness; Conditions Precedent. This Agreement Amendment, and the amendments contained herein, shall not be effective upon:until the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”):
(a) receipt by the The Administrative Agent shall have received each of copies of this Agreement duly executed by the Borrower, the Guarantors, following in form and substance satisfactory to the Administrative Agent and each of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies:
(i) a certificate of the LendersBorrower, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3;
(bii) receipt A certificate dated the Amendment Effective Date and signed by the Administrative Agent, for itself and for account Secretary or an Assistant Secretary of each of the Lenders, Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any fees and expenses required to be paid in connection with this Agreement; 1such Loan Party), certifying as appropriate as to:
(cA) receipt all action taken by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties;
(d) receipt by the Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment;
(B) the names of the officer or officers authorized to which sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party is a partyfor purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely;
(eC) receipt copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective 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 each Loan Party in each state where organized or qualified to do business; and
(D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021.
(iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent and each Lender;
(iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such documents other counsel and certifications certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, the Amended Credit Agreement and the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably require request;
(v) lien searches in acceptable scope and with acceptable results; and
(vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to evidence that time.
(b) The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.
(c) The Borrower shall have paid all fees and expenses payable on or before the Amendment Effective Date as required by this Amendment or any other Loan Document.
(d) Since September 30, 2021, no Material Adverse Change shall have occurred.
(e) The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state any of organization or formation;the Lenders.
(f) receipt by No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, with respect would make it inadvisable to each Mortgaged Property (other than consummate the properties located in Birminghamtransactions contemplated by this Amendment, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest Amended Credit Agreement or any of the applicable other Loan Party in such Mortgaged Property;Documents.
(g) receipt All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel shall have received notice from such Lender prior to the Administrative Agent in connection with this Agreement (directly to such counsel if requested by the Administrative Agent); and
(i) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower, as requested by any LenderAmendment Effective Date specifying its objection thereto.
Appears in 2 contracts
Sources: Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp)
Effectiveness; Conditions Precedent. This Agreement (and any obligation of the Lenders to make the Term B Loan available to the Loan Parties) shall be effective uponas of the date hereof upon satisfaction of the following conditions in form and substance satisfactory to the Administrative Agent:
(a) receipt by the The Administrative Agent of copies shall have received counterparts of this Agreement duly executed by each of the Borrower, the GuarantorsLoan Parties, the Administrative Agent and each of the Lenders;.
(b) receipt The Administrative Agent shall have received the Term B Loan Note, duly executed by the Administrative Agent, for itself and for account of the Lenders, of any fees and expenses required to be paid in connection with this Agreement; 1Borrower.
(c) receipt by the The Administrative Agent of reasonably satisfactory opinions of counsel to shall have received the Loan Parties;Past Due Amount, the September Payment and the August Interest Payment.
(d) receipt The Administrative Agent shall have received (i) the Deposit, (ii) counterparts of the Shareholder Guaranty Agreement and the Cash Collateral Agreement duly executed by the Shareholder Guarantors and the Administrative Agent and (iii) such Organization Documents, resolutions and favorable opinions of such certificates of resolutions or other actioncounsel related to the Shareholder Guarantors, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Shareholder Guaranty Agreement and the Cash Collateral Agreement as the Administrative Agent may require evidencing shall reasonably request, all in form content and scope reasonably satisfactory to the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which each Loan Party is a party;Administrative Agent.
(e) receipt by the The Administrative Agent shall have received a retainer in the amount of such documents and certifications as $150,000 (the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed“Retainer”), and is validly existingwhich Retainer, for the avoidance of doubt, represents an estimate rather than a cap, in good standing and qualified respect of expenses expected to engage in business in its state of organization or formation;
(f) receipt be incurred by the Administrative Agent, with respect to each Mortgaged Property (other than the properties located in Birmingham, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent in connection with the joinder of guarantors and pledge of equity described in Section 17 and Section 18 hereof.
(f) The Administrative Agent shall have received executed copies of the resolutions duly adopted by the board of directors or other governing body of each Loan Party, as applicable, authorizing the transactions contemplated hereby and the execution, delivery and performance of this Agreement Agreement.
(directly to such g) The Administrative Agent’s counsel if requested shall have been reimbursed by the Loan Parties for all fees and expenses incurred by the Administrative Agent); and’s counsel in connection with the engagement of FTI Consulting, Inc. as its financial consultant.
(ih) if The Administrative Agent shall have been reimbursed by the Borrower qualifies as a “legal entity customer” under Loan Parties for all fees and expenses (including, without limitation, reasonable attorneys fees) owed by the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation Loan Parties to the Borrower, Administrative Agent and billed as requested by any Lenderof the date hereof.
Appears in 1 contract
Effectiveness; Conditions Precedent. This Agreement shall be effective upon:when all of the conditions set forth in this Section shall have been satisfied in form and substance satisfactory to the First Lien Administrative Agent.
(a) receipt by the The First Lien Administrative Agent of copies shall have received duly executed counterparts of this Agreement duly executed by from each of the BorrowerBorrowers, the Guarantors, the First Lien Administrative Agent and the Consenting First Lien Lenders;.
(b) receipt by the Administrative Agent, for itself and for account of the Lenders, of any The Borrowers shall have paid all professional fees and expenses required to be paid of the First Lien Administrative Agent and the Consenting First Lien Lenders in connection with this Agreement; 1, the Loan Documents and the transactions contemplated hereby (including all fees and expenses of Winston & ▇▇▇▇▇▇ LLP, in its capacity as counsel to the First Lien Administrative Agent) pursuant to wire transfer instructions to be provided by the First Lien Administrative Agent.
(c) receipt by the The First Lien Administrative Agent shall have received a waiver under (waiving any and all events of reasonably default existing under the Master Agreement (as defined below) as of the effective date of this Agreement), and an amendment to, that certain ISDA Master Agreement dated as of May 16, 2007 (as amended, restated, supplemented or otherwise modified, the “Master Agreement”) by and between Bank of America, N.A. and Prospect Medical Holdings, Inc., which waiver and amendment shall each be in form and substance satisfactory opinions to Bank of America, N.A., in its appropriate capacity under the Master Agreement.
(d) The First Lien Administrative Agent shall have received a favorable opinion(s) of counsel to the Loan Parties;
(d) receipt by , addressed to the First Lien Administrative Agent of and each Lender, as to such certificates of resolutions or other actionmatters concerning the Loan Parties and the Loan Documents (including, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party without limitation, this Agreement), as the First Lien Administrative Agent or the Consenting First Lien Lenders may require evidencing the identityreasonably request (including, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which each Loan Party is a party;without limitation, New York law enforceability matters).
(e) receipt by the The First Lien Administrative Agent of shall have received such other instruments, documents and certifications certificates (including, without limitation, an updated Schedule 5.13 reflecting the Borrowers’ increased ownership interest in ▇▇▇▇▇▇▇) as the First Lien Administrative Agent may shall reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, request in good standing and qualified to engage in business in its state connection with the execution of organization or formation;this Agreement.
(f) receipt by the Administrative Agent, with respect to each Mortgaged Property (other than the properties located in Birmingham, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by the The First Lien Administrative Agent of and First Lien Lenders shall have received a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable corresponding effective amendment and documented fees, charges and disbursements of counsel waiver to the Administrative Agent Second Lien Credit Agreement, in connection form and substance substantially consistent with this Agreement (directly with such changes as are applicable to such counsel if requested only the Second Lien Credit Agreement), and containing the consent of the Second Lien Lenders and the Second Lien Administrative Agent to the amendments to the First Lien Credit Agreement set forth herein, duly executed and delivered by the Second Lien Administrative Agent); and
(i) if , the Borrower qualifies as a “legal entity customer” under Borrowers, each Guarantor and the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower, as requested by any LenderSecond Lien Lenders.
Appears in 1 contract
Sources: First Lien Credit Agreement (Prospect Medical Holdings Inc)
Effectiveness; Conditions Precedent. This Amendment and the amendments to the Credit Agreement provided in Sections 1 and 2 hereof shall be effective uponas of the date first written above upon the satisfaction of the following conditions precedent:
(a) receipt The Administrative Agent shall have received counterparts of this Amendment, duly executed by the Company, each Borrower, each Guarantor, the Collateral Agent and the Required Lenders, which counterparts may be delivered by facsimile or other electronic means (e.g. “.pdf” or “.tif”).
(b) The Administrative Agent shall have received a draft of the Letter of Credit to be issued pursuant to Section 4.02(g)(i)(C) of the Credit Agreement (as amended hereby) (the “CA Letter of Credit”) in form and substance reasonably satisfactory to the Administrative Agent.
(i) An amendment fee shall have been received by the Administrative Agent for each Lender executing this Amendment by 3:00 p.m. (New York time) on February 9, 2018 for the account of copies such Lender, equal to 0.15%, multiplied by each such Lender’s Commitments as of this Agreement duly executed by the Borrower, the Guarantors, date hereof and (ii) all other fees and expenses of the Administrative Agent (including the fees and expenses of counsel and the Lenders;
(b) receipt by financial advisor to the Administrative Agent, for itself ) to the extent due and payable under Section 10.04(a) of the Credit Agreement and for account of which invoices have been presented on or before the Lenders, of any date that is one day prior to the date hereof shall have been paid in full (which fees and expenses required may be estimated to date without prejudice to final settling of accounts for such fees and expenses). For purposes of determining compliance with the conditions set forth in this Section 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be paid in connection with this Agreement; 1
(c) receipt satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender unless the Administrative Agent of reasonably satisfactory opinions of counsel shall have received noticed from such Lender prior to the Loan Parties;
(d) receipt by the Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which each Loan Party is a party;
(e) receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in date hereof specifying its state of organization or formation;
(f) receipt by the Administrative Agent, with respect to each Mortgaged Property (other than the properties located in Birmingham, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent in connection with this Agreement (directly to such counsel if requested by the Administrative Agent); and
(i) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower, as requested by any Lenderobjection thereto.
Appears in 1 contract
Effectiveness; Conditions Precedent. This Amendment and the amendments to the Credit Agreement and the Subsidiary Guaranty provided in Sections 1 and 2 hereof shall be effective uponas of the date first written above upon the satisfaction of the following conditions precedent:
(a) receipt by the The Administrative Agent of copies shall have received counterparts of this Agreement Amendment, duly executed by the Company, each Borrower, the Guarantors, the Administrative Agent each Guarantor and the Required Lenders;, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf).
(b) receipt by The Administrative Agent shall have received a copy of an amendment to the Existing Revolving Credit Agreement and the Existing 2015 Term Loan Agreement, in each case, in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent.
(c) The Administrative Agent shall have received the Intercreditor Agreement, in form and substance reasonably satisfactory to the Administrative Agent, for itself and for account of the Lenders, of any fees and expenses required to be paid in connection with this Agreement; 1
(c) receipt duly executed by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties;parties thereto.
(d) receipt by the The Administrative Agent of such certificates of shall have received resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each U.S. Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with authorizing this Amendment and the other Loan Documents to which each such U.S. Loan Party is a party;party executed in connection with this Amendment.
(e) receipt The Collateral Agent shall have received a short form U.S. security agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by each U.S. Loan Party (the Administrative “Short Form U.S. Security Agreement”), together with:
(i) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Collateral Agent may deem necessary or desirable in order to perfect the Liens created under the U.S. Security Agreement that can be perfected by filing a UCC-1 financing statement, covering the Collateral described in the Short Form U.S. Security Agreement; and
(ii) copies of UCC lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such documents financing statements and certifications documents) that name any U.S. Loan Party as the Administrative Agent may reasonably require to evidence debtor and that each are filed in those state jurisdictions in which any U.S. Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;organized.
(f) receipt by The Company shall have paid (i) any fees required to be paid on the Administrative Agentdate hereof pursuant to that certain Fee Letter dated as of May 24, with respect to each Mortgaged Property (other than 2017 between the properties located in Birmingham, AL Company and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by the Administrative Agent and (ii) all other fees and expenses of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
Administrative Agent (h) payment by including the Borrower of all reasonable fees and documented fees, charges and disbursements expenses of counsel to the Administrative Agent in connection with this Agreement (directly to such counsel if requested by the Administrative Agent); and
(i) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower, as requested by any Lenderextent due and payable under Section 10.04(a) of the Credit Agreement and for which invoices have been presented a reasonable period of time prior to 89826200_5 the effectiveness hereof shall have been paid in full (which fees and expenses may be estimated to date without prejudice to final settling of accounts for such fees and expenses).
Appears in 1 contract
Effectiveness; Conditions Precedent. This Amendment, the amendments to the Credit Agreement provided in Sections 1 and 2 hereof and the waiver provided in Section 3 hereof shall be effective uponas of the date first written above upon the satisfaction of the following conditions precedent:
(a) receipt by the The Administrative Agent of copies shall have received counterparts of this Agreement Amendment, duly executed by the Company, the Borrower, the Guarantorseach Guarantor, the Administrative Collateral Agent and the Required Lenders;, which counterparts may be delivered by facsimile or other electronic means (e.g. “.pdf” or “.tif”).
(b) receipt by The Administrative Agent shall have received a copy of an amendment to the Existing 2013 Revolving Credit Agreement and the Existing 2015 Revolving Credit Agreement, in each case, in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent, for itself and for account of duly executed by the Lenders, of any fees and expenses required to be paid in connection with this Agreement; 1requisite parties thereto.
(c) receipt The Administrative Agent shall have received a copy of an amendment to each Note Purchase Agreement (the “NPA Amendments”), which shall include a waiver of the NPA Note Defaults, in each case, in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties;requisite parties thereto.
(d) receipt by the The Administrative Agent of such certificates of shall have received resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Dutch Loan Party, UK Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with U.S. Loan Party authorizing this Amendment and the other Loan Documents to which each Loan Party such Person is a party;party executed in connection with this Amendment.
(e) receipt The Administrative Agent or Collateral Agent, as applicable, shall have received each of the agreements, instruments and other documents (each in form and substance reasonably acceptable to the Administrative Agent or Collateral Agent, as applicable) set forth on Annex IV to Amendment No. 4, other than the items listed on Annex III attached hereto.
(f) The Administrative Agent shall have received a copy of the addendum to the existing engagement letter between FTI Consulting and the Company setting forth the scope of the Strategic Review, in form and substance reasonably satisfactory to the Administrative Agent.
(g) (i) The Company shall have paid any fees required to be paid on the date hereof pursuant to that certain Fee Letter dated as of August 9, 2017 among the Company, the Initial Borrower, Bank of America and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, (ii) an amendment fee shall have been received by the Administrative Agent for each Lender executing this Amendment by 3:00 p.m. (New York time) on August 9, 2017 for the account of such documents Lender, equal to 0.50% (50 bps) multiplied by each such Lender’s outstanding Loans as of the date hereof and certifications as (iii) all other fees and expenses of the Administrative Agent may reasonably require (including the fees and expenses of counsel and the financial advisor to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(f) receipt by the Administrative Agent, with respect ) to each Mortgaged Property (other than the properties located in Birmingham, AL extent due and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest payable under Section 10.04(a) of the applicable Loan Party Credit Agreement and for which invoices have been presented on or before the date that is one day prior to the date hereof shall have been paid in full (which fees and expenses may be estimated to date without prejudice to final settling of accounts for such Mortgaged Property;
(g) receipt fees and expenses). For purposes of determining compliance with the conditions set forth in this Section 4, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender unless the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel shall have received noticed from such Lender prior to the Administrative Agent in connection with this Agreement (directly to such counsel if requested by the Administrative Agent); and
(i) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower, as requested by any Lenderdate hereof specifying its objection thereto.
Appears in 1 contract
Effectiveness; Conditions Precedent. This Amendment, the amendments to the Credit Agreement provided in Sections 1 and 2 hereof and the waiver provided in Section 3 hereof shall be effective uponas of the date first written above upon the satisfaction of the following conditions precedent:
(a) receipt by the The Administrative Agent of copies shall have received counterparts of this Agreement Amendment, duly executed by the Company, each Borrower, the Guarantorseach Guarantor, the Administrative Collateral Agent and the Required Lenders;, which counterparts may be delivered by facsimile or other electronic means (e.g. “.pdf” or “.tif”).
(b) receipt by The Administrative Agent shall have received a copy of an amendment to the Existing Revolving Credit Agreement and the Existing 2015 Term Loan Credit Agreement, in each case, in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent, for itself and for account of duly executed by the Lenders, of any fees and expenses required to be paid in connection with this Agreement; 1requisite parties thereto.
(c) receipt The Administrative Agent shall have received a copy of an amendment to each Note Purchase Agreement (the “NPA Amendments”), which shall include a waiver of the NPA Note Defaults, in each case, in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties;requisite parties thereto.
(d) receipt by the The Administrative Agent of such certificates of shall have received resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Dutch Loan Party, UK Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with U.S. Loan Party authorizing this Amendment and the other Loan Documents to which each Loan Party such Person is a party;party executed in connection with this Amendment.
(e) receipt The Administrative Agent or Collateral Agent, as applicable, shall have received each of the agreements, instruments and other documents (each in form and substance reasonably acceptable to the Administrative Agent or Collateral Agent, as applicable) set forth on Annex IV to Amendment No. 4, other than the items listed on Annex III attached hereto.
(f) The Administrative Agent shall have received a copy of the addendum to the existing engagement letter between FTI Consulting and the Company setting forth the scope of the Strategic Review, in form and substance reasonably satisfactory to the Administrative Agent.
(g) (i) The Company shall have paid any fees required to be paid on the date hereof pursuant to that certain Fee Letter dated as of August 9, 2017 among the Company, the Initial Borrower, Bank of America and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, (ii) an amendment fee shall have been received by the Administrative Agent for each Lender executing this Amendment by 3:00 p.m. (New York time) on August 9, 2017 for the account of such documents Lender, equal to 0.50% (50 bps) multiplied by each such Lender’s Commitments as of the date hereof and certifications as (iii) all other fees and expenses of the Administrative Agent may reasonably require (including the fees and expenses of counsel and the financial advisor to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(f) receipt by the Administrative Agent, with respect ) to each Mortgaged Property (other than the properties located in Birmingham, AL extent due and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest payable under Section 10.04(a) of the applicable Loan Party Credit Agreement and for which invoices have been presented on or before the date that is one day prior to the date hereof shall have been paid in full (which fees and expenses may be estimated to date without prejudice to final settling of accounts for such Mortgaged Property;
(g) receipt fees and expenses). For purposes of determining compliance with the conditions set forth in this Section 4, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender unless the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel shall have received noticed from such Lender prior to the Administrative Agent in connection with this Agreement (directly to such counsel if requested by the Administrative Agent); and
(i) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower, as requested by any Lenderdate hereof specifying its objection thereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (Chicago Bridge & Iron Co N V)
Effectiveness; Conditions Precedent. This The effectiveness of this Agreement, the amendments to the Credit Agreement shall be effective uponprovided in Paragraph 1 hereof and the waivers provided in Paragraph 2 hereof are all subject to the satisfaction of each the following conditions precedent:
(a) receipt by The Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent of copies Agent:
(i) counterparts of this Agreement Agreement, duly executed by the Borrower, the GuarantorsAdministrative Agent, each Guarantor and the Required Lenders, which counterparts may be delivered by telefacsimile or other electronic means, but such delivery will be promptly followed by the delivery of four (4) original signature pages by each Person party hereto unless waived by the Administrative Agent; and
(ii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The Administrative Agent shall have received for its own account and for the account of each Lender party to this Agreement, an amendment fee for each Lender party to this Agreement whose signature page has been received by the Administrative Agent or its counsel not later than 5:00 p.m. Eastern Standard Time on Tuesday, February 14, 2006 (collectively, the “Amendment Fees”) in an amount equal to the product of (i) 0.100%, multiplied by, (ii) the sum of (A) the amount of such Lender’s Revolving Credit Commitment, plus (B) the Outstanding Amount of such Lender’s portion of the Term Loan. The Amendment Fees shall be nonrefundable and shall be deemed to have been earned in full when this Agreement has been executed and delivered to the Administrative Agent by the Borrower and Lenders constituting the Required Lenders, whether or not this Agreement becomes effective.
(c) All fees and expenses payable to the Administrative Agent and the Lenders;
Lenders (b) receipt by including the Administrative Agent, for itself and for account of the Lenders, of any reasonable fees and expenses required to be paid in connection with this Agreement; 1
(c) receipt by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties;
(d) receipt by the Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which each Loan Party is a party;
(e) receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(f) receipt by the Administrative Agent, with respect to each Mortgaged Property (other than the properties located in Birmingham, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent Agent) shall have been paid in connection with this Agreement full (directly without prejudice to final settling of accounts for such counsel if requested by the Administrative Agentfees and expenses); and
(i) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower, as requested by any Lender.
Appears in 1 contract
Effectiveness; Conditions Precedent. This The effectiveness of this Amendment and the related amendments to the Credit Agreement shall be effective upon:herein provided are each subject to the satisfaction of the following conditions precedent (the date of such satisfaction, the “Amendment No. 12 Effective Date”):
(a) receipt by the Administrative Agent of copies shall have received, in form and substance reasonably acceptable to the Administrative Agent, counterparts of this Agreement Amendment, duly executed by the Borrower, the Guarantorseach Credit Party, the Administrative Agent and the Required Lenders;
(b) receipt each of the representations and warranties set forth in Section 5 above is true and correct in all material respects (or, with respect to any such representation or warranty modified by a materiality or Material Adverse Effect standard, in all respects (taking into account such materiality or Material Adverse Effect standard));
(c) immediately after giving effect to this Amendment, as of the Amendment No. 12 Effective Date, no Default or Event of Default shall have occurred and be continuing;
(d) the Administrative Agent, for itself and for account on behalf of each Lender approving this Amendment by submission of a signature page hereto (without conditions or escrow) at or prior to 1:00 p.m. New York time on April 9, 2021 (each, a “Consenting Lender”), shall have received a fee equal to 0.20% of the Lendersaggregate principal amount of the outstanding Term Loans and the Revolving Commitments (whether or not utilized) of all Consenting Lenders (calculated immediately after giving effect to the prepayment of Term Loans described in clause (f) below), of such fee to be for the ratable account of, and paid by the Administrative Agent ratably to, each Consenting Lender;
(e) the Administrative Agent shall have confirmation that all other fees payable by any Credit Party under this Amendment, under the Credit Agreement and under any engagement, commitment or fee letter with respect to this Amendment, and all reasonable and documented out-of-pocket fees and expenses required to be paid by any Credit Party on or before the Amendment No. 12 Effective Date in connection accordance with this and subject to the limitations in Section 11.2 of the Credit Agreement; 1
(c) receipt by , have been paid, including the Administrative Agent of reasonably satisfactory opinions reasonable and documented out-of-pocket fees and expenses of counsel to the Loan Parties;
(d) receipt by the Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which each Loan Party is a party;
(e) receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(f) receipt by for the Administrative Agent, with respect to in each Mortgaged Property (other than the properties located in Birminghamcase, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent in connection with this Agreement extent invoiced prior to the date hereof (directly without prejudice to final settling of accounts for such counsel if requested by the Administrative Agentfees and expenses); and
(if) if the Borrower qualifies as shall have made, or substantially concurrently with the Amendment No. 12 Effective Date shall make, a “legal entity customer” under the Beneficial Ownership Regulationvoluntary prepayment of Term Loan A in an aggregate principal amount of not less than $20,000,000, it which prepayment shall deliver a Beneficial Ownership Certification in relation be applied ratably to the Borroweroutstanding Term Loan A of the Lenders and shall be applied to the final principal repayment installment of the Term Loan A due on the Term Loan A Maturity Date pursuant to Section 2.6(c) of the Credit Agreement. Notwithstanding anything to the contrary herein or in the Existing Credit Agreement, as requested by any Lenderprior notice required pursuant to Section 2.11(a) of the Existing Credit Agreement with respect to the prepayment described in clause (f) above is hereby waived.
Appears in 1 contract
Sources: Credit Agreement (Ebix Inc)
Effectiveness; Conditions Precedent. (a) This Agreement, including the increased Tranche D Commitments, the Tranche C+ Commitments and the conversion of the Exchanged Series C Shares to Tranche B Loans, shall become effective on the first date on which each of the following conditions have been satisfied or waived (such date, the “Sixteenth Amendment Effective Date”):
(i) This Agreement shall be effective upon:
(a) receipt by have been executed on the Administrative Agent of copies of this Agreement duly executed by the Borrower, the Guarantors, the Administrative Agent and the Lenders;
(b) receipt Signing Date by the Administrative Agent, for itself the Loan Parties and for account of the Lenders, of any fees and expenses required Signatory Lenders (such execution not to be paid in connection with this Agreement; 1
(cunreasonably delayed or waived) receipt by and the Administrative Agent shall have received counterparts to each which, when taken together, bear the signatures of reasonably satisfactory opinions each of counsel to the Loan Parties;other parties hereto.
(dii) receipt by Borrower has arranged for payment on the Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Sixteenth Amendment and the other Loan Documents to which each Loan Party is a party;
(e) receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(f) receipt by the Administrative Agent, with respect to each Mortgaged Property (other than the properties located in Birmingham, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower Effective Date of all reasonable and documented feesout-of-pocket fees and expenses then due and payable pursuant to the Financing Documents and the funds flow memorandum delivered pursuant to clause (ix) below.
(iii) Each of the Vitol RCF Agreement, charges the Vitol S&O Agreement, and disbursements the Intercreditor Agreement shall have been executed on the Signing Date by all parties thereto and the Administrative Agent shall have received counterparts to each which, when taken together, bear the signatures of each of the other parties thereto.
(iv) The Administrative Agent shall have received a copy of a direct agreement in respect of the Vitol S&O Agreement, in form and substance reasonably satisfactory to the Administrative Agent. |US-DOCS\147873560.21||
(v) The Administrative Agent shall have received an opinion of ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent, the Lenders and ▇▇▇▇▇ (as administrative agent and collateral agent under the Vitol RCF Agreement) and dated as of the Signing Date, in form and substance satisfactory to the Administrative Agent in connection with this Agreement and ▇▇▇▇▇ (directly and the Borrower hereby instructs such counsel to deliver such opinion to such counsel if requested by Persons).
(vi) The Administrative Agent shall have received copies of UCC, judgment lien, tax lien and litigation lien search reports, which reports will be dated a recent date reasonably acceptable to the Administrative Agent listing all effective financing statements that name Sponsor, SusOils, Holdings, Borrower or Project Company, in each case as debtor, and that are filed in the jurisdictions in which the UCC-1 financing statements will be filed in respect of the Collateral, none of which shall cover the Collateral except to the extent evidencing Permitted Liens.
(vii) The Administrative Agent shall have received an executed copy of each of the deliverables listed in Section 2.2 of the Transaction Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(viii) The Administrative Agent and the Lenders shall have received an executed copy of a Borrowing Request for Tranche D Loans for funding on or about the Sixteenth Amendment Effective Date.
(ix) Borrower shall have delivered to the Administrative Agent a funds flow memorandum detailing the proposed flow, and use, of the Loan proceeds, in form and substance reasonably satisfactory to the Administrative Agent and Vitol.
(x) Each other condition in Section 4.03 of the Credit Agreement, other than Sections 4.03(a); and, (b) and (i) thereto, shall have been satisfied in accordance with the terms of the Credit Agreement.
(b) The obligation of each Tranche D Lender with any unfunded Tranche D Commitments to make Tranche D Loans in the amount set forth next to such ▇▇▇▇▇▇’s name on Exhibit A attached hereto under the caption “Total Unfunded Tranche D Commitments” shall become effective on the first date on which each of the following conditions have been satisfied or waived (each such date, a “Post-16th Amendment Funding Date”):
(i) if The Administrative Agent and the Lenders shall have received an executed copy of a Borrowing Request for Tranche D Loans.
(ii) Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation have delivered to the BorrowerAdministrative Agent a funds flow memorandum detailing the proposed flow, as requested by any Lenderand use, of the Loan proceeds, in form and substance reasonably satisfactory to the Administrative Agent and Vitol.
(iii) Each other condition in Section 4.03 of the Credit Agreement, other than Sections 4.03(a) through (b) thereto, shall have been satisfied in accordance with the terms of the Credit Agreement.
Appears in 1 contract
Sources: Amendment No. 16 to Credit Agreement (Global Clean Energy Holdings, Inc.)
Effectiveness; Conditions Precedent. This Amendment and the amendments to the Credit Agreement and Subsidiary Guaranty provided in Sections 1, 2 and 3 hereof shall be effective uponas of the date first written above upon the satisfaction of the following conditions precedent:
(a) receipt by the The Administrative Agent of copies shall have received counterparts of this Agreement Amendment, duly executed by the Company, each Borrower, the Guarantorseach Guarantor, the Administrative Collateral Agent and the Required Lenders;, which counterparts may be delivered by facsimile or other electronic means (e.g. “.pdf” or “.tif”).
(b) receipt by The Administrative Agent shall have received a copy of an amendment to the Existing 2012 Revolving Credit Agreement and the Existing 2015 Revolving Credit Agreement, in each case, in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent, for itself and for account of duly executed by the Lenders, of any fees and expenses required to be paid in connection with this Agreement; 1requisite parties thereto.
(c) receipt The Administrative Agent shall have received a copy of an amendment to each Note Purchase Agreement (the “NPA Amendments”), which, in respect of the 2012 Note Purchase Agreement, shall include an extension of the maturity date of all the Series A Notes (as defined in the 2012 Note Purchase Agreement) to no earlier than June 18, 2018 (or to an earlier date, as long as the Company has the sole right to cause a further extension of such maturity date to no earlier than June 18, 2018), and, in each case, shall be in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties;requisite parties thereto.
(d) receipt by The Administrative Agent shall have received copies of the Hydra Merger Documentation in form and substance reasonably satisfactory to the Administrative Agent.
(e) The Administrative Agent shall have received copies of the Hydra Commitment Letters, which shall be in form and substance reasonably satisfactory to the Administrative Agent and, without limiting the foregoing, shall provide commitments sufficient to, and require use of such certificates proceeds thereof to, (i) repay the unpaid principal amount of (A) all outstanding Loans and all interest and other amounts owing or payable under the Loan Documents, and any other Obligations, (B) all Indebtedness (including principal, interest and other amounts) outstanding under the Existing 2013 Revolving Credit Agreement and Existing 2015 Revolving Credit Agreement, and (C) all outstanding NPA Notes and all interest and other amounts owing or payable under the Note Purchase Agreements, in each case, in cash in full (other than contingent indemnification obligations for which no claim has been made), (ii) Cash Collateralize or replace all outstanding L/C Obligations (as defined in the Existing 2013 Revolving Credit Agreement and the Existing 2015 Revolving Credit Agreement), (iii) repay all Existing Moon Debt (as defined in the Combination Agreement) in full in cash (provided that up to $100,000,000 of projected cash in hand available to ▇▇▇▇▇▇▇▇▇ International, Inc. on the closing date for the Hydra Transaction may be taken into account when determining whether sufficient commitments have been provided to repay all Existing Moon Debt) and (iv) replace, as necessary, all Bilateral LOC Credit Facilities (as defined in the Intercreditor Agreement).
(f) The Administrative Agent shall have received, with respect to ▇▇▇▇▇▇▇▇▇ International, Inc., (i) a quarterly integrated financial model with project level detail, (ii) project review information, (iii) current work in progress schedule and (iv) information regarding its sales pipeline.
(g) The Administrative Agent shall have received a summary of the provisions in the Hydra Transaction Documentation relating to conditions to closing, termination events, termination fees and the definition of “Material Adverse Effect”, for distribution to the Lenders, in form and substance satisfactory to it.
(h) The Administrative Agent shall have received resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Dutch Loan Party, UK Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with U.S. Loan Party authorizing this Amendment and the other Loan Documents to which each Loan Party such Person is a party;party executed in connection with this Amendment.
(ei) receipt (i) The Company shall have paid any fees required to be paid on the date hereof pursuant to that certain Fee Letter dated as of December 18, 2017 among the Company and Bank of America, N.A., (ii) an amendment fee shall have been received by the Administrative Agent for each Lender executing this Amendment by 3:00 p.m. (New York time) on December 18, 2017 for the account of such documents Lender, equal to the greater of (x) 0.20% and certifications (y) the amendment fee (or similar) payable to each holder of the NPA Notes as consideration for its entry into the NPA Amendments (calculated as a percentage of the principal amount of such holder’s outstanding NPA Notes and excluding any fee paid to extend the maturity of the Series A Notes (as defined in the 2012 Note Purchase Agreement)), in either case, multiplied by each such Lender’s Outstanding Amount of Loans as of the date hereof and (iii) all other fees and expenses of the Administrative Agent may reasonably require (including the fees and expenses of counsel and the financial advisor to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(f) receipt by the Administrative Agent, with respect ) to each Mortgaged Property (other than the properties located in Birmingham, AL extent due and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest payable under Section 10.04(a) of the applicable Loan Party Credit Agreement and for which invoices have been presented on or before the date that is one day prior to the date hereof shall have been paid in full (which fees and expenses may be estimated to date without prejudice to final settling of accounts for such Mortgaged Property;
(g) receipt fees and expenses). For purposes of determining compliance with the conditions set forth in this Section 4, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender unless the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel shall have received noticed from such Lender prior to the Administrative Agent in connection with this Agreement (directly to such counsel if requested by the Administrative Agent); and
(i) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower, as requested by any Lenderdate hereof specifying its objection thereto.
Appears in 1 contract
Effectiveness; Conditions Precedent. This Agreement First Amendment shall be become effective uponat the time (the "First Amendment Effective Date") when each of the following conditions has been satisfied:
(a) receipt by the The Administrative Agent of copies shall have received counterparts of this Agreement First Amendment, duly executed by the Borrower, the Guarantorseach Guarantor, the Administrative Agent and each of the Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf), but such delivery will be promptly followed by the delivery of four (4) original signature pages by each Person party hereto unless waived by the Administrative Agent;
(b) receipt by the Administrative Agent shall have received, in form and substance reasonably acceptable to the Administrative Agent, for itself and for account of the Lenders, of any fees and expenses required to be paid in connection with this Agreement; 1
(c) receipt by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties;
(d) receipt by the Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer Officer, in connection with this Amendment Agreement and the other Loan Documents to which each such Loan Party is a partyparty (it being understood that such certificates, resolutions and other actions shall be reasonably acceptable if substantially similar in form and substance (with such adjustments as are customary in connection with an amendment of the type described herein) to those delivered in connection with the original closing of the Credit Agreement);
(ec) receipt by the Administrative Agent of shall have received such customary documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, existing and in good standing and qualified to engage in business in its state jurisdiction of organization or formationorganization;
(d) each requesting Term Loan Lender (including any Additional Term Loan Lender, if any) shall have received a Term Loan Note executed by the Borrower in favor of such Term Loan Lender;
(e) the Administrative Agent shall have received favorable opinions of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, as New York counsel to the Loan Parties, Potter ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, as Delaware counsel to the Loan Parties, and H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, General Counsel to the Borrower, as to this First Amendment and in form and substance reasonably satisfactory to the Administrative Agent;
(f) receipt by the Administrative Agent, with respect to each Mortgaged Property (other than the properties located in Birmingham, AL and Madison, IL), of Agent shall have received a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest solvency certificate signed by a Responsible Officer of the applicable Loan Party in such Mortgaged PropertyBorrower as to the Solvency of the Borrower and its Subsidiaries as of the Closing Date;
(g) receipt by the Administrative Agent shall have received a certificate signed by a Responsible Officer of a Compliance Certificate for the fiscal quarter ending March Borrower certifying that there has been no event or circumstance since December 31, 2020;
(h) payment by 2013 that has had or could be reasonably expected to have, either individually or in the Borrower of all reasonable and documented feesaggregate, charges and disbursements of counsel to the Administrative Agent in connection with this Agreement (directly to such counsel if requested by the Administrative Agent)a Material Adverse Effect; and
(i) if the Borrower qualifies shall have paid to the Administrative Agent, for the account of each Lender executing this First Amendment by 5:00 p.m. New York Time on [June 26], 2014, an upfront fee, equal to ten basis points (10 "bps") multiplied by (A) in the case of the Revolving Credit Lenders (including any such Person that becomes a Lender to the Credit Agreement pursuant to an assignment in connection herewith), each such Revolving Credit Lender's Revolving Credit Commitment immediately after giving effect to this First Amendment and (B) in the case of the Term Loan Lenders (including any such Person that becomes a Lender to the Credit Agreement pursuant to an assignment in connection herewith), each such Term Lender's Outstanding Amount of Term Loans immediately after giving effect to this First Amendment; and (ii) the Borrower shall have paid any fees required to be paid on the First Amendment Effective Date pursuant to that certain Engagement Letter dated as a “legal entity customer” under the Beneficial Ownership Regulationof May 1, it shall deliver a Beneficial Ownership Certification in relation to 2014 by and among the Borrower, as requested by any Lenderthe Administrative Agent and MLPFS shall have been paid.
Appears in 1 contract
Effectiveness; Conditions Precedent. This Amendment and the amendments to the Credit Agreement and the Subsidiary Guaranty provided in Sections 1 and 2 hereof shall be effective uponas of the date first written above upon the satisfaction of the following conditions precedent:
(a) receipt by the The Administrative Agent of copies shall have received counterparts of this Agreement Amendment, duly executed by the Company, each Borrower, the Guarantors, the Administrative Agent each Guarantor and the Required Lenders;, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf).
(b) receipt by The Administrative Agent shall have received a copy of an amendment to the Existing Revolving Credit Agreement and the Existing 2015 Term Loan Agreement, in each case, in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent.
(c) The Administrative Agent shall have received the Intercreditor Agreement, in form and substance reasonably satisfactory to the Administrative Agent, for itself and for account of the Lenders, of any fees and expenses required to be paid in connection with this Agreement; 1
(c) receipt duly executed by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties;parties thereto.
(d) receipt by the The Administrative Agent of such certificates of shall have received resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each U.S. Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with authorizing this Amendment and the other Loan Documents to which each such U.S. Loan Party is a party;party executed in connection with this Amendment.
(e) receipt The Collateral Agent shall have received a short form U.S. security agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by each U.S. Loan Party (the Administrative “Short Form U.S. Security Agreement”), together with:
(i) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Collateral Agent may deem necessary or desirable in order to perfect the Liens created under the U.S. Security Agreement that can be perfected by filing a UCC-1 financing statement, covering the Collateral described in the Short Form U.S. Security Agreement; and
(ii) copies of UCC lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such documents financing statements and certifications documents) that name any U.S. Loan Party as the Administrative Agent may reasonably require to evidence debtor and that each are filed in those state jurisdictions in which any U.S. Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;organized.
(f) receipt by The Company shall have paid (i) any fees required to be paid on the Administrative Agentdate hereof pursuant to that certain Fee Letter dated as of May 24, with respect to each Mortgaged Property (other than 2017 between the properties located in Birmingham, AL Company and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by the Administrative Agent and (ii) all other fees and expenses of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
Administrative Agent (h) payment by including the Borrower of all reasonable fees and documented fees, charges and disbursements expenses 89824930_3 of counsel to the Administrative Agent in connection with this Agreement (directly to such counsel if requested by the Administrative Agent); and
(i) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower, as requested by any Lenderextent due and payable under Section 10.04(a) of the Credit Agreement and for which invoices have been presented a reasonable period of time prior to the effectiveness hereof shall have been paid in full (which fees and expenses may be estimated to date without prejudice to final settling of accounts for such fees and expenses).
Appears in 1 contract
Sources: Revolving Credit Agreement (Chicago Bridge & Iron Co N V)
Effectiveness; Conditions Precedent. This Agreement Amendment shall be become effective upon:upon satisfaction or waiver of the following conditions (such date, the “Amendment No. 2 Effective Date”):
(a) receipt by the Administrative Agent Agent’s receipt of copies the following, each of which shall be originals, facsimiles or electronic (pdf.) transmissions (to be followed when reasonably practical by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party, each dated the Amendment No. 2 Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment No. 2 Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement duly executed by Amendment signed on behalf of (A) the Borrower, the Guarantors, the Administrative Agent (B) each other Loan Party and the (C) Lenders constituting Required Lenders;
(bii) receipt by the Administrative Agent, for itself and for account executed counterparts of the Lenders, of any fees and expenses required to be paid in connection with this Agreement; 1
(c) receipt by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan PartiesGuaranty;
(diii) receipt by the Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which each Loan Party is a partyDocuments;
(eiv) receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state jurisdiction of organization or formationorganization, including certified copies of each Loan Party’s Organization Documents, and certificates of good standing;
(fv) receipt a favorable opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Faegre, Drinker, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender;
(vi) executed counterparts of the Security Agreement and the Pledge Agreement, together with:
(A) proper UCC financing statements in form appropriate for filing under the UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement and the Pledge Agreement, covering the Collateral described therein; and
(B) any Notice of Grant of Security Interest in Patents, Trademarks or Copyrights required by the Security Agreement; and
(vii) a Perfection Certificate in form and substance reasonably satisfactory to the Administrative AgentAgent executed by each of the Loan Parties.
(b) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Borrower has, and has caused its Subsidiaries to move their respective Cash and Cash Equivalents to one or more accounts maintained with the Administrative Agent or, except with respect to each Mortgaged Property (other than the properties located deposit accounts with aggregate balances not in Birminghamexcess of $5,000,000 for all such accounts, AL subject to account control agreement in form and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by substance reasonably satisfactory to the Administrative Agent in accordance with the requirements of a Compliance Certificate for Section 6.13(b)(i) of the fiscal quarter ending March 31, 2020;Credit Agreement.
(hi) payment The Borrower shall have paid any fees (including fees to the Lenders) required to be paid on date hereof pursuant to that certain Engagement Letter dated as of May 8, 2020 by and among the Borrower and Bank of America, N.A.; and (ii) all reasonable other fees and documented fees, charges expenses payable to the Administrative Agent (including the fees and disbursements expenses of counsel to the Administrative Agent to the extent due and payable under Section 10.04 of the Credit Agreement) estimated to date and for which invoices have been presented prior to the date hereof shall have been paid in connection full (without prejudice to final settling of accounts for such fees and expenses)). Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Agreement (directly Section 3, each Lender that has signed this Amendment shall be deemed to such counsel if requested have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent); and
(i) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it Agent shall deliver a Beneficial Ownership Certification in relation have received notice from such Lender prior to the Borrower, as requested by any Lenderproposed Amendment No. 2 Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Regis Corp)
Effectiveness; Conditions Precedent. This Agreement Amendment shall be effective upon:on the date on which all the conditions set forth in this Section 4 have been satisfied (such date, the “Third Amendment Effective Date”):
(a) receipt by the Administrative Agent of copies executed counterparts of this Agreement duly Amendment, each executed by the Borrower, the Guarantors, each Loan Party and each Lender;
(b) the Administrative Agent and the Lenders;
(b) receipt by the Administrative Agent, for itself and for account of the Lenders, of any fees and expenses required to be paid in connection with this Agreement; 1
(c) receipt by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties;
(d) receipt by the Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which each Loan Party is a party;
(e) receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(f) receipt by the Administrative Agent, with respect to each Mortgaged Property (other than the properties located in Birmingham, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent in connection with this Agreement (directly to such counsel if requested by the Administrative Agent); and
Lenders shall have received (i) at least five Business Days prior to the Third Amendment Effective Date, all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and (ii) at least five Business Days prior to the Third Amendment Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower;
(c) the Administrative Agent and the Lenders shall have received all accrued fees and expenses required to be paid on the Third Amendment Effective Date; and
(d) the Borrower shall have paid all fees, as charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by any Lenderthe Administrative Agent) to the extent invoiced prior to or on the Third Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
Appears in 1 contract
Effectiveness; Conditions Precedent. This The effectiveness of this Amendment and the related amendments to the Credit Agreement shall be effective upon:herein provided are each subject to the satisfaction of the following conditions precedent (the date of such satisfaction, the “Amendment No. 15 Effective Date”):
(a) receipt by the Administrative Agent of copies shall have received, in form and substance acceptable to the Administrative Agent, counterparts of this Agreement Amendment, duly executed by the Borrower, the Guarantorseach Credit Party, the Administrative Agent and the Lenders constituting the Required Lenders;
(b) receipt by the Administrative Agent, for itself and for account each of the Lendersrepresentations and warranties set forth in Section 6 above is true and correct in all material respects (or, of with respect to any fees and expenses required to be paid such representation or warranty modified by a materiality or Material Adverse Effect standard, in connection with this Agreement; 1all respects (taking into account such materiality or Material Adverse Effect standard));
(c) receipt by immediately (i) before giving effect to this Amendment, no Default or Event of Default, including without limitation any Default arising from failure to comply with Section 8.11 of the Administrative Agent Credit Agreement, exists on and as of reasonably satisfactory opinions of counsel the Amendment No. 15 Effective Date other than as a result from or directly related to the Loan PartiesGeorgia Judgment and (ii) after giving effect to this Amendment (including the Specified Waiver), no Default or Event of Default, including without limitation any Default arising from failure to comply with Section 8.11 of the Credit Agreement, shall exist on and as of the Amendment No. 15 Effective Date;
(d) receipt by the Administrative Agent of such certificates of resolutions or shall have confirmation that all other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan fees payable by any Credit Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with under this Amendment and the other Loan Documents to which each Loan Party is a party;
(e) receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formedCredit Agreement, and is validly existingall reasonable and documented out-of-pocket fees and expenses (including amounts projected to be accrued on or prior to the Amendment No. 15 Effective Date) required to be paid by any Credit Party on or before the Amendment No. 15 Effective Date in accordance with and subject to the limitations in Section 11.2 of the Credit Agreement, in good standing have been paid, including the reasonable and qualified to engage in business in its state documented out-of-pocket fees and expenses of organization or formation;
(f) receipt by counsel for the Administrative Agent, with respect to in each Mortgaged Property (other than the properties located in Birminghamcase, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent in connection with this Agreement extent invoiced at least two (directly 2) Business Days prior to the date hereof (without prejudice to final settling of accounts for such counsel if requested by the Administrative Agentfees and expenses); and
(ie) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it Administrative Agent shall deliver a Beneficial Ownership Certification in relation to have received from the Borrower, as requested in form and substance acceptable to the Administrative Agent, a customary officer’s certificate executed by any Lenderthe Credit Parties. For purposes of determining compliance with the conditions set forth in this Section 7, each Lender that has signed and delivered this Amendment shall be deemed to have consented to, approved, accepted, be satisfied with, or waived presentment of each document or other matter required under this Section 7.
Appears in 1 contract
Sources: Credit Agreement (Ebix Inc)
Effectiveness; Conditions Precedent. This Amendment, the amendments to the Credit Agreement provided in Sections 1 and 2 hereof and the waiver provided in Section 3 hereof shall be effective uponas of the date first written above upon the satisfaction of the following conditions precedent:
(a) receipt by the The Administrative Agent of copies shall have received counterparts of this Agreement Amendment, duly executed by the Company, each Borrower, the Guarantorseach Guarantor, the Administrative Collateral Agent and the Required Lenders;, which counterparts may be delivered by facsimile or other electronic means (e.g. “.pdf” or “.tif”).
(b) receipt by The Administrative Agent shall have received a copy of an amendment to the Existing Revolving Credit Agreement and the Existing 2015 Term Loan Credit Agreement, in each case, in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent, for itself and for account of duly executed by the Lenders, of any fees and expenses required to be paid in connection with this Agreement; 1requisite parties thereto.
(c) receipt The Administrative Agent shall have received a copy of an amendment to each Note Purchase Agreement (the “NPA Amendments”), which shall include a waiver of the NPA Note Defaults, in each case, in the form previously provided to it and in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties;requisite parties thereto.
(d) receipt by the The Administrative Agent of such certificates of shall have received resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Dutch Loan Party, UK Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with U.S. Loan Party authorizing this Amendment and the other Loan Documents to which each Loan Party such Person is a party;party executed in connection with this Amendment.
(e) receipt The Administrative Agent or Collateral Agent, as applicable, shall have received each of the agreements, instruments and other documents (each in form and substance reasonably acceptable to the Administrative Agent or Collateral Agent, as applicable) set forth on Annex IV to Amendment No. 7, other than the items listed on Annex III attached hereto.
(f) The Administrative Agent shall have received a copy of the addendum to the existing engagement letter between FTI Consulting and the Company setting forth the scope of the Strategic Review, in form and substance reasonably satisfactory to the Administrative Agent.
(g) (i) The Company shall have paid any fees required to be paid on the date hereof pursuant to that certain Fee Letter dated as of August 9, 2017 among the Company, the Initial Borrower, Bank of America and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, (ii) an amendment fee shall have been received by the Administrative Agent for each Lender executing this Amendment by 3:00 p.m. (New York time) on August 9, 2017 for the account of such documents Lender, equal to 0.50% (50 bps) multiplied by each such Lender’s Commitments as of the date hereof and certifications as (iii) all other fees and expenses of the Administrative Agent may reasonably require (including the fees and expenses of counsel and the financial advisor to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(f) receipt by the Administrative Agent, with respect ) to each Mortgaged Property (other than the properties located in Birmingham, AL extent due and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest payable under Section 10.04(a) of the applicable Loan Party Credit Agreement and for which invoices have been presented on or before the date that is one day prior to the date hereof shall have been paid in full (which fees and expenses may be estimated to date without prejudice to final settling of accounts for such Mortgaged Property;
(g) receipt fees and expenses). For purposes of determining compliance with the conditions set forth in this Section 4, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender unless the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel shall have received noticed from such Lender prior to the Administrative Agent in connection with this Agreement (directly to such counsel if requested by the Administrative Agent); and
(i) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower, as requested by any Lenderdate hereof specifying its objection thereto.
Appears in 1 contract
Effectiveness; Conditions Precedent. This The effectiveness of this Amendment and the amendment to the Credit Agreement shall be effective uponprovided in Paragraph 1 hereof are subject to the satisfaction of each the following conditions precedent:
(a) receipt by The Administrative Agent shall have received each of the following fees, payments, documents or instruments in form and substance reasonably acceptable to the Administrative Agent of copies Agent:
(i) counterparts of this Agreement Amendment, duly executed by the Borrower, the GuarantorsAdministrative Agent, each Guarantor and the Required Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf), but such delivery will be promptly followed by the delivery of four (4) original signature pages by each Person party hereto unless waived by the Administrative Agent;
(ii) an amendment fee payable to each Lender that executes this Amendment by 5:00 p.m. EST on June 16, 2009, such amendment fee for each Lender’s own account, in an amount equal to (A) for each such Revolving Lender, an amount equal to fifty basis points (50 “bps”) multiplied by such Revolving Lender’s Revolving Credit Commitment immediately prior to the Amendment Date, (B) for each Term Loan A Lender, an amount equal to fifty basis points (50 “bps”) multiplied by such Term Loan A Lender’s Outstanding Amount with respect to the Term Loan A immediately prior to the Amendment Date, and (C) for each Term Loan B Lender, an amount equal to fifty basis points (50 “bps”) multiplied by such Term Loan B Lender’s Outstanding Amount with respect to the Term Loan B immediately prior to the Amendment Date;
(iii) prepayments of principal amounts under (a) the Term Loan A Facility such that the Outstanding Amount with respect to the Term Loan A Facility is not greater than $120,408,000 and (b) the Term Loan B Facility such that the Outstanding Amount with respect to the Term Loan B Facility is not greater than $445,257,640, in each case in accordance with the terms of the Credit Agreement;
(iv) evidence satisfactory to the Administrative Agent that any Outstanding Amounts with respect to Swing Line Loans shall have been repaid to the Swing Line Lender by the Borrower; and
(v) satisfactory customary opinions of counsel to the Borrower and such corporate resolutions, charters, bylaws, certificates and other customary closing documents as the Administrative Agent reasonably may require.
(b) All fees and expenses payable to the Administrative Agent and the Lenders;
Lenders (b) receipt by including the Administrative Agent, for itself and for account of the Lenders, of any reasonable fees and expenses required to be paid in connection with this Agreement; 1
(c) receipt by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties;
(d) receipt by the Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which each Loan Party is a party;
(e) receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(f) receipt by the Administrative Agent, with respect to each Mortgaged Property (other than the properties located in Birmingham, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent Agent) shall have been paid in connection with this Agreement full (directly without prejudice to final settling of accounts for such counsel if requested by the Administrative Agentfees and expenses); and
(i) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower, as requested by any Lender.
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Effectiveness; Conditions Precedent. This Agreement The amendments contained herein shall only be effective upon:upon the satisfaction or waiver of each of the following conditions precedent (the date of satisfaction or waiver, the “Amendment No. 8 Effective Date”):
(a) receipt by the Administrative Agent shall have received each of copies the following documents or instruments in form and substance acceptable to the Administrative Agent:
(i) counterparts of this Agreement duly Amendment executed by the BorrowerLoan Parties and the Required Lenders;
(ii) a copy of a duly executed Tranche A Last Out Facility Commitment Letter, in form and substance satisfactory to the GuarantorsAdministrative Agent, pursuant to which Tranche A Last Out Facility Commitment Letter (A) the lenders thereunder shall be committed to extend $30,000,000 in immediately available funds, net of any fees, interests, expenses and other amounts to be paid by the Borrower or its Subsidiaries in connection therewith, (B) the obligations in connection thereto shall be subordinated on terms satisfactory to the Administrative Agent, (C) the conditions to fund shall be on terms satisfactory to the Administrative Agent, (D) the lender with respect thereto shall waive voting and information rights in a manner satisfactory to the Administrative Agent and (E) the Lenderslender with respect thereto shall waive certain rights in connection with proceedings related to any Loan Party under any Debtor Relief Law in a manner satisfactory to the Administrative Agent.
(iii) a certificate of the chief financial officer or treasurer of the Borrower certifying that as of the Amendment No. 8 Effective Date (A) all of the representations and warranties in this Amendment are true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such date (except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date), (B) no Default shall exist, or would result from the occurrence of the Amendment No. 8 Effective Date and (C) that since December 31, 2017, there have not occurred any facts, circumstances, changes, developments or events which, individually or in the aggregate, have constituted or would reasonably be expected to result in, a Material Adverse Effect;
(biv) receipt by the Administrative Agentsatisfactory opinions of each of Loan Parties’ counsels regarding due execution, for itself enforceability and for account non-contravention of the Lenderslaw, of any fees in form and expenses required substance satisfactory to be paid in connection with this Agreement; 1
(c) receipt by the Administrative Agent of reasonably satisfactory opinions of counsel to (and consistent in scope with the prior opinion delivered by the Loan Parties;
(d) receipt by the Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which each Loan Party is a party;
(e) receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(f) receipt by the Administrative Agent, with respect to each Mortgaged Property (other than the properties located in Birmingham, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of ’ counsel to the Administrative Agent in connection with this Agreement (directly Amendment No. 6, which opinions shall also retroactively cover the above described scope with respect to such counsel if requested by the Administrative AgentAmendment No. 7); and
(iv) if a solvency certificate, executed by a Responsible Officer of the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation form and substance reasonably acceptable to the Administrative Agent, which, among other things, shall certify that the Borrower will be Solvent as of the date hereof and after giving effect to each of the consummation of the Orion Sale and the Project Burn Sale, individually and in the aggregate, on a pro forma basis.
(b) the Administrative Agent shall have received on account of each Lender that consents to this Amendment, the Amendment Fees.
(c) without prejudice to, or limiting the Borrower’s obligations under, as requested by any Lender.Section 10.04 (
Appears in 1 contract
Sources: Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Effectiveness; Conditions Precedent. This Amendment and the amendments to the Credit Agreement and Exhibits and the waivers to the Credit Agreement provided in Sections 1, 2 and 3 hereof shall be effective uponas of the date first written above upon the satisfaction of the following conditions precedent:
a. the Administrative Agent shall have received counterparts of this Amendment, duly executed by each Borrower, the Administrative Agent, and the Required Lenders, which counterparts may be delivered by telefacsimile or other electronic means (aincluding .pdf);
b. the Administrative Agent shall have received executed copies of any amendments and/or waivers to the Permitted Notes Documents, which such amendments and/or waivers shall be in form and substance reasonably satisfactory to the Administrative Agent and which shall not contain any provisions or amendments which relate to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of which is to subject the Company or any of its Subsidiaries to any more onerous or more restrictive provisions; and c. both (i) receipt a consent fee shall have been received by the Administrative Agent for the account of copies each Lender executing this Amendment by 5:00 p.m. (New York, New York time) on March 3, 2014 equal to seven and one-half basis points (7.5 “bps”) multiplied by each such Lender’s Commitment immediately prior to the effective date of this Agreement duly executed by the BorrowerAmendment, the Guarantors, and (ii) all other fees and expenses of the Administrative Agent and (including the Lenders;
(b) receipt by the Administrative Agent, for itself and for account of the Lenders, of any fees and expenses required to be paid in connection with this Agreement; 1
(c) receipt by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties;
(d) receipt by the Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which each Loan Party is a party;
(e) receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(f) receipt by the Administrative Agent, with respect to each Mortgaged Property (other than the properties located in Birmingham, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent in connection with this Agreement (directly to such counsel if requested by the Administrative Agent); and
(i) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower, as requested by any Lenderextent due and payable under Section 10.04(a) of the Credit Agreement and for which invoices have been presented a reasonable period of time prior to the effectiveness hereof shall have been paid in full (which fees and expenses may be estimated to date without prejudice to final settling of accounts for such fees and expenses).
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Effectiveness; Conditions Precedent. This Agreement Fourth Amendment shall be become effective uponand binding upon satisfaction of the following conditions precedent:
(ai) receipt Receipt by the Administrative Agent of copies counterparts of this Agreement Fourth Amendment duly executed by the Borrower, each Subsidiary of the GuarantorsBorrower, the Administrative Agent Existing Agent, the Issuing Bank, the Successor Agent, and the Required Lenders;
(bii) receipt Receipt by the Administrative Agent, for itself and for account all appropriate parties of the Lenders, of any fees and expenses required to be paid due and payable in connection with this Agreement; 1
Fourth Amendment, including but not limited to (cA) receipt by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties;
(d) receipt by the Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which each Loan Party is a party;
(e) receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(f) receipt by the Administrative Agent, with respect to each Mortgaged Property (other than the properties located in Birmingham, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt by the Administrative Agent of a Compliance Certificate for the fiscal quarter ending March 31, 2020;
(h) payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel fees payable to the Administrative Agent in connection with this Agreement pursuant to the GE Fee Letter due and payable on the Fourth Amendment Effective Date and (directly to such B) the reasonable fees and out-of-pocket expenses of outside counsel if requested by for the Administrative Agent);
(iii) Receipt by the Existing Agent for the account of each Lender that has executed and delivered this Fourth Amendment on or prior to 5:00 p.m., New York City time, on July 20, 2010 (each such Lender, a “Consenting Lender”) of a fee equal to 0.05% of the aggregate Revolving Commitments and outstanding Term Loans of the Consenting Lenders for ratable distribution to the Consenting Lenders based on their respective Revolving Commitments and outstanding Term Loans; and
(iiv) if Receipt by the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation Existing Agent of all fees and expenses otherwise payable to the BorrowerExisting Agent (including, as requested by any Lenderthe reasonable fees and expenses of its counsel) to the extent invoiced on or prior to the date hereof (without prejudice to final settling of accounts for such fees and expenses). If the foregoing conditions are not satisfied on or prior to July 27, 2010, this Fourth Amendment shall not be effective.
Appears in 1 contract
Sources: Credit Agreement (Cumulus Media Inc)
Effectiveness; Conditions Precedent. This Agreement (a) Except for the amendments contained in Section 1 hereof and the extension contained in Section 2 hereof (each of which shall become effective upon satisfaction of the conditions precedent set forth in Section 3(b) hereof), this Amendment shall be effective uponon the date on which the following conditions precedent have been satisfied:
(ai) receipt Receipt by the Administrative Agent of copies of this Agreement Amendment duly executed by the Borrower, the GuarantorsRequired Lenders, the L/C Issuers and each Lender consenting to the extension of its Maturity Date.
(ii) Receipt by the Administrative Agent of the following:
(A) Copies of the articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its formation and copies of the bylaws of the Borrower certified by a secretary or assistant secretary (or the equivalent) of the Borrower to be true and correct as of the date hereof.
(B) Copies of resolutions of the board of directors of the Borrower approving and adopting this Amendment, the transactions contemplated herein and authorizing execution and delivery hereof, certified by a secretary or assistant secretary (or the equivalent) of the Borrower to be true and correct and in full force and effect as of the date hereof.
(C) An incumbency certificate of the Borrower certified by a secretary or assistant secretary (or the equivalent) of the Borrower to be true and correct as of the date hereof.
(iii) Receipt by the Administrative Agent of opinions of counsel from counsel to the Borrower (which may include in-house counsel with respect to matters of New Mexico law), in form and substance acceptable to the Administrative Agent, addressed to the Administrative Agent and the Lenders;Lenders and dated as of the date hereof.
(b) receipt by The amendments contained in Section 1 hereof and the Administrative Agent, for itself and for account extension contained in Section 2 hereof shall be effective upon satisfaction of the Lenders, of any fees and expenses required to be paid in connection with this Agreement; 1following conditions precedent:
(ci) receipt by the Administrative Agent of reasonably satisfactory opinions of counsel to the Loan Parties;
(d) receipt by the Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which each Loan Party is a party;
(e) receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;
(f) receipt by the Administrative Agent, with respect to each Mortgaged Property (other than the properties located in Birmingham, AL and Madison, IL), of a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of the applicable Loan Party in such Mortgaged Property;
(g) receipt Receipt by the Administrative Agent of a Compliance Certificate true and correct copy of an order issued by the New Mexico Public Regulation Commission (the “PRC”) authorizing the Borrower to amend the Credit Agreement and extend the Maturity Date in accordance with this Amendment.
(ii) The Borrower shall have paid to the Administrative Agent, for the fiscal quarter ending March 31account of each Lender extending its Maturity Date, 2020;a fee in an amount equal to 0.06% of such Lender’s Commitment.
(hiii) payment by the The Borrower of all reasonable and documented fees, charges and disbursements of counsel shall have paid to the Administrative Agent in connection with this Agreement (directly and ▇▇▇▇▇ Fargo Securities, LLC, all fees due and payable to such counsel if requested by Persons on the Administrative Agent); and
(i) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower, as requested by any LenderSecond Amendment Effective Date.
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