Initial Credit Event Clause Samples
Initial Credit Event. Before or concurrently with the initial Credit Event:
(a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Material Subsidiaries, as Guarantors, and the Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.10 hereof;
(c) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;
(d) the Administrative Agent shall have received copies of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) the Administrative Agent shall have received copies of resolutions of Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Whitestone REIT’s, the Borrower’s and each Material Subsidiary’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;
(f) the Administrative Agent shall have received copies of the certificates of good standing for Whitestone REIT, the Borrower and each Material Subsidiary (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(g) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(h) the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;
(i) the capital and organizational structure of Whitestone REIT, the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent, the Lenders, and the L/C Issuer;
(j) the Lenders shall have received a Closing Date Borrowing Base Certificate;
(k) the Administrative Agent shall have received financing statement and federal tax lien searches against the Borrower, Wh...
Initial Credit Event. The obligation of Bank to participate in any initial Credit Event hereunder is subject to satisfaction or waiver by Bank of the following conditions precedent:
(a) Bank shall have received each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Bank and (iii) in form and substance satisfactory to Bank:
(i) this Agreement duly executed by ▇▇▇▇▇▇▇▇ and Bank;
(ii) duly executed Notes of ▇▇▇▇▇▇▇▇ dated the date hereof and otherwise in compliance with the provisions of Section 2.10;
(iii) the Assignment of and Amendment to Security Agreement, the Assignment of and Amendment to IP Security Agreement, the Assignment of and Amendment to Pledge Agreement, the Assignment of and Amendment to Perfection Certificate, the Collateral Assignment of Rights under Purchase Documents, the Assignment of and Amendment to Negative Pledge Agreement, the Assignment of and Amendment to Agreement as Liens and Encumbrances and each of the other Collateral Documents required by Bank, together with (A) UCC financing statements to be filed against TDI, as debtor, in favor of Bank, as secured party, (B) PPSA financing statement to be filed against Canadian Borrower and ▇▇▇▇▇▇ Purchaser, as debtors, in favor of Bank, as secured party (C) patent, trademark, industrial design and copyright collateral agreements to the extent requested by Bank, and (D) deposit account, securities account, and commodity account control agreements to the extent requested by Bank;
(iv) copies of TDI’s and ▇▇▇▇▇▇ Purchaser’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(v) copies of resolutions of TDI’s and ▇▇▇▇▇▇ Purchaser’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on TDI’s and ▇▇▇▇▇▇ Purchaser’s behalf, all certified in each instance by its Secretary or Assistant Secretary;
(vi) such documents and certifications as Bank may reasonably require to evidence that TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target are validly existing, in good standing or active status (as applicable), and qualified to engage in business in its jurisdiction of organization an...
Initial Credit Event. Before or concurrently with the first Credit Event:
(a) The Administrative Agent shall have received this Agreement duly executed by Borrower, each Guarantor, and each Lender;
(b) The Administrative Agent shall have received for each Lender in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire, Global General Counsel to the Borrower and Guarantors, (ii) Loyens & Loeff, Dutch counsel to the Borrower, (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, English counsel to ▇▇▇▇▇ Lang LaSalle Limited, and (iv) ▇▇▇▇▇ Lovells International LLP, German counsel to ▇▇▇▇▇ Lang LaSalle GmbH;
(c) The Administrative Agent shall have received for each Lender copies of the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower;
(d) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each Guarantor, certified in each instance by its secretary or an assistant secretary (or its equivalent);
(e) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of the Borrower’s and each Guarantor’s board of directors’ resolutions (or its equivalent) authorizing the execution of the Credit Documents to which it is a party;
(f) The Administrative Agent shall have received certificates, executed by the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party;
(g) The Administrative Agent shall have received copies of the certificates of good standing (to the extent relevant) for each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization;
(h) The Administrative Agent shall have received to the extent requested by any Lender, such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.11(d) hereof;
(i) The Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(j) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Len...
Initial Credit Event. The obligation of each Lender and the L/C Issuer to participate in the initial Credit Event hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent: (a) The transactions contemplated by the Closing Date Acquisition Agreement shall be consummated substantially concurrently with the initial funding under the Credits in accordance with the terms of the draft Closing Date Acquisition Agreement (without any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the Lenders without the consent of Administrative Agent); provided that (i) a reduction in the purchase price under the Closing Date Acquisition Agreement shall not be deemed to be materially adverse to the Lenders or the Administrative Agent so long as such decrease is allocated to reduce the Term Loan Commitments, (ii) any purchase price adjustment expressly contemplated by the Closing Date Acquisition Agreement (including any working capital purchase price adjustment) shall not be considered an amendment or waiver of the Closing Date Acquisition Agreement and (iii) (A) any change to the definition of “Material Adverse Effect” contained in the Closing Date Acquisition Agreement shall be deemed to be materially adverse to Lenders, (B) any amendment of the minimum inside date for the “Closing Date” as defined and set forth in the Closing Date Acquisition Agreement shall be deemed to be materially adverse to the interests of the Lenders and the Administrative Agent, and (C) any amendment or modification to any of the provisions relating to the liability, jurisdiction or status as a third party beneficiary under the Closing Date Acquisition Agreement of the Lenders or the Administrative Agent shall be deemed to be
Initial Credit Event. Before or concurrently with the first Credit Event:
(a) The Administrative Agent shall have received this Agreement duly executed by Borrower, each Guarantor, and each Lender; (b) The Administrative Agent shall have received for each Lender in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire, Global General Counsel to the Borrower and Guarantors, (ii) Loyens & Loeff, Dutch counsel to the Borrower, (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, English counsel to ▇▇▇▇▇ Lang LaSalle Limited, (iv) ▇▇▇▇▇ Lovells International LLP, German counsel to ▇▇▇▇▇ Lang LaSalle SE, and (v) the opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special Illinois counsel to the Borrower and Guarantors;
Initial Credit Event. Before or concurrently with the initial Credit Event:
Initial Credit Event. On or before the Effective Date:
(a) The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Faegre Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrower, and (ii) General Counsel to the Borrower; provided, either such opinion shall include a legal opinion to the effect that the Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, and such other related matters as the Administrative Agent may reasonably request;
(b) The Administrative Agent shall have received for each Bank copies of the Borrower’s (i) Articles of Incorporation, together with all amendments, and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;
(c) The Administrative Agent shall have received for each Bank satisfactory evidence that the Borrower’s Board of Directors has authorized the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary;
(d) The Administrative Agent shall have received for each Bank which has requested same such Bank’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.10(a) hereof; (e The Administrative Agent shall have received a duly executed set of the Credit Documents;
Initial Credit Event. The obligations of the Lenders to make the initial Term Loans and Revolving Loans and of the Issuing Bank to issue Letters of Credit hereunder, in each case on the Effective Date, are subject only to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions:
(a) The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents and the other certificates, documents, instruments and agreements described in the list of closing documents attached as Exhibit E-1, all in form and substance reasonably satisfactory to the Administrative Agent.
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Sidley Austin LLP, counsel for the Borrower, as are customary for transactions of this type, and covering such other matters relating to the Borrower, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.
(c) The Lenders shall have received (i) satisfactory audited consolidated financial statements of the Borrower for the two most recent Fiscal Years ended prior to the Effective Date as to which such financial statements are available and (ii) satisfactory unaudited interim consolidated financial statements of the Borrower for the quarterly periods ended March 31, 2018 and June 30, 2018.
(d) Each Regulated Insurance Company (other than (i) those Regulated Insurance Companies that do not have an A.M. Best Company financial strength rating and (ii) those Regulated Insurance Companies that (x) have an A.M. Best Company financial strength rating and (y) were acquired within one year prior to the Effective Date) shall have an A.M. Best Company financial strength rating of at least “A-”.
(e) The Administrative Agent shall have received (x) such officer’s certificates, resolutions, borrowing requests and good standing certificates, and documents and other instruments relating to the organization, existence and good standing of the Borrower, the authorization of the Tra...
Initial Credit Event. On the Closing Date:
(a) The Arrangers and the Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, favorable written opinions of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., General Counsel of the Borrower, substantially to the effect set forth in Exhibit H-1, (ii) Akin, Gump, Strauss, ▇▇▇▇▇ & ▇▇▇▇, L.L.P., special counsel for the Parent and the Borrower, substantially to the effect set forth in Exhibit H-2, (iii) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Puerto Rican counsel for the Parent and the Borrower, substantially to the effect set forth in Exhibit H-3 and (iv) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel for the Borrower, substantially to the effect set forth in Exhibit H-4, in each case dated the Closing Date, addressed to the Administrative Agent, the Lenders and the Issuing Bank, and covering such other matters relating to the Loan Documents and the Transactions as the Arrangers and the Administrative Agent shall reasonably request, and the Parent and the Borrower hereby request such counsel to deliver such opinion.
(b) The Arrangers and the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or comparable official of the state or other jurisdiction of its organization, and, except with respect to jurisdictions that do not issue such certificates for persons organized in the manner of such Loan Party, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State or other official; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the ...
Initial Credit Event. The obligation of Administrative Agent and Lenders to participate in any initial Credit Event hereunder is subject to satisfaction or waiver by Administrative Agent of the following conditions precedent: