Initial Credit Event. Before or concurrently with the initial Credit Event on the Closing Date: (a) the Administrative Agent shall have received this Agreement duly executed by the Loan Parties, the L/C Issuer, 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 Borr▇▇▇▇ ▇ated the date hereof and otherwise in compliance with the provisions of Section 2.10; (c) the Administrative Agent shall have received the Security Agreement duly executed by the relevant Loan Parties and (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in the Guarantors and each Subsidiary of the Borrower (if any) that is a Guarantor (ii) stock powers executed in blank and undated with respect to the foregoing stock certificates, (iii) UCC financing statements to be filed against each Loan Party, as debtors, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, and (v) a duly completed and executed Perfection Certificate; (d) the Administrative Agent shall have received evidence of insurance (including, without limitation, environmental liability insurance) in form and substance reasonably satisfactory to the Administrative Agent; (e) the Administrative Agent shall have received copies of each Loan Party’s articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or comparable Responsible Officer); (f) the Administrative Agent shall have received copies of resolutions of each Loan Party’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 each Loan Party’s behalf, all certified in each instance by an authorized officer; (g) the Administrative Agent shall have received copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof, or such other date as the Administrative Agent may agree to in its discretion) from the office of the secretary of the state of its incorporation or organization; (h) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (i) the Administrative Agent shall have received the initial fees called for by Section 3.1; (j) the capital, management and organizational structure of the Loan Parties and their Subsidiaries shall be reasonably satisfactory to the Administrative Agent and the Lenders; (k) the Administrative Agent shall have received evidence of completion of due diligence with respect to each Loan Party, including satisfaction of the Administrative Agent’s business due diligence list and confirmatory third-party due diligence, each reasonably satisfactory to the Administrative Agent; (l) the Administrative Agent shall have received satisfactory results from such due diligence as the Administrative Agent may reasonably request with respect to each material license, permit or approval and all material contracts, in each case, requested by the Administrative Agent, and shall have received true and correct copies of each such material license, permit, approval requested by the Administrative Agent; (m) the Administrative Agent shall have received satisfactory results from such environmental due diligence as the Administrative Agent may reasonably request, including, if reasonably requested by Administrative Agent, receipt of environmental liability insurance in form and substance reasonably satisfactory to the Administrative Agent; (n) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against each Loan Party and its Property to the extent reasonably required by the Administrative Agent; (o) the Administrative Agent shall have received the favorable written opinion of counsel to each Loan Party, in form and substance reasonably satisfactory to the Administrative Agent; (p) (i) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each other Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied); (q) the Administrative Agent shall have received a certificate that the Loan Parties and their Subsidiaries on a consolidated basis are Solvent, certified as of the Closing Date by an authorized representative of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent; (r) the Administrative Agent shall have received payoff letters and releases with respect to the Existing Credit Agreement to the extent reasonably required by the Administrative Agent; and (s) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.
Appears in 1 contract
Initial Credit Event. Before or concurrently with The obligation of each Lender and the L/C Issuer to participate in the initial Credit Event on hereunder is subject to satisfaction or waiver by the Closing Dateapplicable party of the following conditions precedent:
(a) the Administrative Agent shall have received this Agreement each of the following, in each case (i) duly executed by the Loan Partiesall applicable parties, the L/C Issuer(ii) dated a date satisfactory to Administrative Agent, and the Lenders(iii) in form and substance satisfactory to Administrative Agent:
(i) this Agreement and each other Loan Document;
(bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borr▇▇▇▇ ▇ated the date hereof and otherwise in compliance with the provisions of Section 2.102.9;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the relevant Loan Parties and (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in the Guarantors and each Subsidiary of the Borrower (if any) that is a Guarantor (ii) stock powers executed in blank and undated with respect to the foregoing stock certificates, (iii) UCC financing statements evidence of insurance required to be filed against each maintained under the Loan Party, as debtors, in favor of the Administrative Agent, as secured party, Documents;
(iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, and (v) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance (including, without limitation, environmental liability insurance) in form and substance reasonably satisfactory to the Administrative Agent;
(e) the Administrative Agent shall have received copies of each Loan Party’s articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or comparable Responsible Officer)Secretary;
(fv) the Administrative Agent shall have received copies of resolutions of each Loan Party’s board Board of directors 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 each such Loan Party’s behalf, all certified in each instance by an authorized officerits Secretary or Assistant Secretary;
(gvi) the Administrative Agent shall have received copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof, or such other date as the Administrative Agent may agree to in its discretion) from the office of the secretary of the state of its incorporation or organization;
(hvii) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(iviii) the Administrative Agent shall have received the initial fees called for by Section 3.12.10;
(jix) the capital, management and organizational structure of the Loan Parties and their Subsidiaries shall be reasonably satisfactory to the Administrative Agent and the Lenders;
(k) the Administrative Agent shall have received evidence of completion of due diligence with respect to each Loan Party, including satisfaction of the Administrative Agent’s business due diligence list and confirmatory third-party due diligence, each reasonably satisfactory to the Administrative Agent;
(l) the Administrative Agent shall have received satisfactory results from such due diligence as the Administrative Agent may reasonably request with respect to each material license, permit or approval and all material contracts, in each case, requested by the Administrative Agent, and shall have received true and correct copies of each such material license, permit, approval requested by the Administrative Agent;
(m) the Administrative Agent shall have received satisfactory results from such environmental due diligence as the Administrative Agent may reasonably request, including, if reasonably requested by Administrative Agent, receipt of environmental liability insurance in form and substance reasonably satisfactory to the Administrative Agent;
(n) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of each Loan Party and evidencing the absence of Liens on its Property to the extent reasonably required except as permitted by the Administrative Agent;Section 7.2; 744209099 20664705
(ox) the Administrative Agent shall have received the favorable written opinion of counsel to Borrower and each Loan Party, in form and substance reasonably satisfactory to the Administrative AgentGuarantor;
(pxi) (i) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each other Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied);
(qxii) unaudited quarterly financial statements (including an income statement, a balance sheet, and a cash flow statement) of Borrower for the Administrative Agent shall have received a certificate that the Loan Parties and their Subsidiaries on a consolidated basis are Solvent, certified as of prior three fiscal quarters preceding the Closing Date by an authorized representative of the Borrower, in form and substance reasonably satisfactory to the Administrative Agenta pro forma compliance certificate;
(rxiii) a solvency certificate in the Administrative Agent shall have received payoff letters and releases with respect to the Existing Credit Agreement to the extent reasonably required by the Administrative Agentform of Exhibit I; and
(sxiv) a certificate, confirming that the Administrative Agent shall conditions set forth in Section 4.2(a) and (b) below have received been satisfied.
(xv) a fully executed Beneficial Ownership Certification; and
(xvi) such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.
(b) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Administrative Agent, the Lenders, and the L/C Issuer.
(c) Administrative Agent shall have received the initial fees called for by the Loan Documents, together with all other fees, costs and expenses required to be paid by Borrower at or before closing.
(d) Administrative Agent and its counsel shall have completed all legal, tax and regulatory due diligence, including without limitation all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (AssetMark Financial Holdings, Inc.)
Initial Credit Event. Before or concurrently with the initial Credit Event on the Closing DateEvent:
(a) the Administrative Agent shall have received for each Lender this Agreement duly executed by the Loan PartiesBorrowers, the L/C Issuer, Guarantors party hereto 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 Borr▇▇▇▇ ▇ated Borrowers dated the date hereof and otherwise in compliance with the provisions of Section 2.101.11 hereof;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the relevant Loan Parties and each Credit Party party thereto, together with (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in the Guarantors and each Subsidiary of to the Borrower (if any) that is a Guarantor extent required by Section 4.1 hereof, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated with respect to the foregoing stock certificatesundated, (iii) UCC financing statements to be filed against the Company and each Loan PartySubsidiary, as debtorsdebtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements assignments to the extent requested by the Administrative Agent, and (v) a duly completed deposit account, securities account, and executed Perfection Certificatecommodity account control agreements to the extent requested by the Administrative Agent and (vi) landlord’s and warehouseman’s lien waivers to the extent required by the Security Agreement;
(d) the Administrative Agent shall have received evidence of insurance (includingrequired to be maintained under the Loan Documents, without limitation, environmental liability insurance) in form and substance reasonably satisfactory to naming the Administrative AgentAgent as lender’s loss payee;
(e) the Administrative Agent shall have received copies of each Loan Credit Party’s articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or officer or manager holding a comparable Responsible Officeroffice);
(f) the Administrative Agent shall have received copies of resolutions of each Loan Credit Party’s board Board of directors 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 each Loan such Credit Party’s behalf, all certified in each instance by an authorized officerits Secretary or Assistant Secretary (or officer or manager holding a comparable office);
(g) the Administrative Agent shall have received copies of the certificates of good standing for each Loan Credit Party (dated no earlier than 30 days prior to the date hereof, or such other date as the Administrative Agent may agree to in its discretion) 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;
(h) the Administrative Agent shall have received a list of the Borrower’s Borrowers’ Authorized Representatives;
(i) there shall be no injunction, temporary restraining order or other legal action in effect which would prohibit the consummation of the transaction contemplated under this Agreement and the initial Credit Event;
(j) the Administrative Agent shall have received a certificate regarding the solvency of the Company and its Subsidiaries, after giving effect to the initial fees called for Credit Event, executed by Section 3.1;
(j) the capital, management and organizational structure chief financial officer of the Loan Parties and their Subsidiaries shall be reasonably satisfactory to the Administrative Agent and the LendersCompany;
(k) the Administrative Agent shall have received evidence of completion of due diligence with respect to each Loan Party, including satisfaction of for itself and for the Administrative Agent’s business due diligence list and confirmatory third-party due diligence, each reasonably satisfactory to Lenders the Administrative Agentinitial fees called for by Section 2.1 hereof;
(l) the Administrative Agent shall have received satisfactory results from such due diligence as a confirmation that (i) the Administrative Agent may reasonably request with respect Company’s Adjusted EBITDA for the twelve-month period ended September 30, 2008 was at least $64,000,000 and (ii) the Leverage Ratio is not greater than 2.2 to 1.0, for the period ended September 30, 2008, each material licensecalculated based on pro forma consolidated Adjusted EBITDA for the twelve-month period ended September 30, permit or approval and all material contracts, in each case, requested by the Administrative Agent2008, and shall have received true and correct copies of each such material license, permit, approval requested by after giving effect to the Administrative Agentinitial Credit Event;
(m) no material adverse change in the Administrative Agent business, condition (financial or otherwise), operations, performance, Properties or prospects of any Borrower or Subsidiary from that reflected in the financial statements as December 31, 2007 shall have received satisfactory results from such environmental due diligence as the Administrative Agent may reasonably request, including, if reasonably requested by Administrative Agent, receipt of environmental liability insurance in form and substance reasonably satisfactory to the Administrative Agentoccurred;
(n) each Lender shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the financial condition of the Borrowers and their Subsidiaries, and the lack of material contingent liabilities of the Borrowers and their Subsidiaries;
(o) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of the Company, LCBI and each Loan Party and Guarantor evidencing the absence of Liens on its Property to the extent reasonably required except as permitted by the Administrative AgentSection 8.8 hereof;
(op) the Administrative Agent shall have received pay-off and lien release letters from secured creditors of each Credit Party setting forth, among other things, the favorable written opinion total amount of counsel indebtedness outstanding and owing to them (or outstanding letters of credit issued for their account) and containing an undertaking to cause to be delivered to the Administrative Agent (or authorizing the Administrative Agent to file) UCC termination statements and any other lien release instruments necessary to release such secured creditor’s Liens on the assets of each Loan Credit Party, which pay-off and lien release letters shall be in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(p) (i) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each other Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied);
(q) the Administrative Agent shall have received a certificate that for each Lender the Loan Parties and their Subsidiaries on a consolidated basis are Solvent, certified as favorable written opinion of counsel to each of the Closing Date by an authorized representative of the BorrowerCredit Parties, in form and substance reasonably satisfactory to the Administrative Agent;
(r) the Administrative Agent shall have received payoff letters an Internal Revenue Service Form W-9, or Form W-8, as applicable, duly executed by each Credit Party in form and releases with respect substance acceptable to the Existing Credit Agreement to the extent reasonably required by the Administrative Agent; and;
(s) after giving effect to the initial Credit Event hereunder, the aggregate amount of Loans and L/C Obligations outstanding shall not exceed $130,000,000;
(t) the Administrative Agent shall have received certificates of merger evidencing the merger of (i) The First Years, Inc., a Delaware corporation with and into The First Years, Inc., a Massachusetts corporation (“TFY(MA)”) with TFY(MA) as the surviving corporation and (ii) TFY(MA) with and into LCBI with LCBI being the surviving corporation; and
(u) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Rc2 Corp)
Initial Credit Event. Before or concurrently with the initial effectiveness of this Amended and Restated Credit Event on the Closing DateAgreement:
(a) the Administrative Agent Bank shall have received this Agreement duly executed by the Loan PartiesBorrower and its Domestic Subsidiaries, the L/C Issueras Guarantors, and the LendersBank;
(b) if requested by any Lender, the Administrative Agent Bank shall have received for such Lender such Lender’s the duly executed Notes Note of the Borr▇▇▇▇ ▇ated Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.10;
(c) the Administrative Agent Bank shall have received a duly completed and executed Perfection Certificate and an executed reaffirmation of the Security Agreement and the other Collateral Documents duly executed by the relevant Loan Parties and Parties, together with, solely to the extent the following items were not previously delivered to the Bank, (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in the Guarantors and each Subsidiary (limited in the case of any first tier Foreign Subsidiary to 66% of the Borrower (if anyVoting Stock and 100% of any other equity interests as provided in Section 11.1) that is a Guarantor as of the Closing Date, (ii) stock powers executed in blank and undated with respect to for the foregoing Collateral consisting of the stock certificatesor other equity interest in each Subsidiary, (iii) UCC financing statements to be filed against each Loan Party, as debtorsdebtor, in favor of the Administrative AgentBank, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative AgentBank, (v) deposit account, securities account, and commodity account control agreements to the extent requested by the Bank, and (vvi) a duly completed and executed Perfection CertificateCollateral Access Agreements to the extent requested by the Bank;
(d) the Administrative Agent shall have received evidence of insurance (including, without limitation, environmental liability insurance) in form and substance reasonably satisfactory to the Administrative Agent;
(e) the Administrative Agent Bank shall have received copies of each Loan Party’s articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or comparable Responsible Officer);
(fe) the Administrative Agent Bank shall have received copies of resolutions of each Loan Party’s board Board of directors 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 each Loan Party’s behalf, all certified in each instance by an authorized officerits Secretary or Assistant Secretary (or comparable Responsible Officer);
(gf) the Administrative Agent Bank shall have received copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof, or such other date as the Administrative Agent may agree to in its discretion) 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;
(hg) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(i) the Administrative Agent Bank shall have received the initial fees called for by Section 3.1;
(jh) the capital, management and organizational structure Bank shall have received a certificate from a Responsible Officer of the Borrower certifying that (i) the solvency of the Loan Parties and their Subsidiaries shall be reasonably satisfactory as of the Closing Date after giving effect to the Administrative Agent initial Credit Event and the Lenderstransactions contemplated hereby and payment of all costs and expenses in connection therewith; (ii) since September 30, 2016, no Material Adverse Effect has occurred; (iii) the TTM EBITDA as of September 30, 2016 is not less than $12,6000,000 and (iv) the Total Leverage Ratio is not greater than 1.30 to 1.00, on a pro forma basis calculated based on TTM EBITDA as of September 30, 2016, and after giving effect to all extensions of Credit made on the Closing Date;
(ki) the Administrative Agent shall have received evidence of completion of due diligence with respect to each Loan Party, including satisfaction of the Administrative Agent’s business due diligence list and confirmatory third-party due diligence, each reasonably satisfactory to the Administrative Agent;
(l) the Administrative Agent shall have received satisfactory results from such due diligence as the Administrative Agent may reasonably request with respect to each material license, permit or approval and all material contracts, in each case, requested by the Administrative Agent, and shall have received true and correct copies of each such material license, permit, approval requested by the Administrative Agent;
(m) the Administrative Agent shall have received satisfactory results from such environmental due diligence as the Administrative Agent may reasonably request, including, if reasonably requested by Administrative Agent, receipt of environmental liability insurance in form and substance reasonably satisfactory to the Administrative Agent;
(n) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against each Loan Party and its Property to the extent reasonably required by the Administrative Agent;
(o) the Administrative Agent Bank shall have received the favorable written opinion of counsel to each Loan Party, in form and substance reasonably satisfactory to the Administrative Agent;
(p) (i) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each other Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied);
(q) the Administrative Agent shall have received a certificate that the Loan Parties and their Subsidiaries on a consolidated basis are Solvent, certified as of the Closing Date by an authorized representative of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent;
(r) the Administrative Agent shall have received payoff letters and releases with respect to the Existing Credit Agreement to the extent reasonably required by the Administrative AgentBank; and
(sj) the Administrative Agent Bank shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent Bank may reasonably request.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event on the Closing Date:
(a) the Administrative Agent shall have received this Agreement duly executed by the Loan Parties, the L/C Issuer, 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 Borr▇▇▇▇ ▇ated Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.10;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the relevant Loan Parties and (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in the Guarantors and each Subsidiary of the Borrower (if any) that is a Guarantor (ii) stock powers executed in blank and undated with respect to the foregoing stock certificates, (iii) UCC financing statements to be filed against each Loan Party, as debtors, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, and (v) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance (including, without limitation, environmental liability insurance) in form and substance reasonably satisfactory to the Administrative Agent;
(e) the Administrative Agent shall have received copies of each Loan Party’s articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or comparable Responsible Officer);
(f) the Administrative Agent shall have received copies of resolutions of each Loan Party’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 each Loan Party’s behalf, all certified in each instance by an authorized officer;
(g) the Administrative Agent shall have received copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof, or such other date as the Administrative Agent may agree to in its discretion) from the office of the secretary of the state of its incorporation or organization;
(h) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(i) the Administrative Agent shall have received the initial fees called for by Section 3.1;
(j) the capital, management and organizational structure of the Loan Parties and their Subsidiaries shall be reasonably satisfactory to the Administrative Agent and the Lenders;
(k) the Administrative Agent shall have received evidence of completion of due diligence with respect to each Loan Party, including satisfaction of the Administrative Agent’s business due diligence list and confirmatory third-party due diligence, each reasonably satisfactory to the Administrative Agent;
(l) the Administrative Agent shall have received satisfactory results from such due diligence as the Administrative Agent may reasonably request with respect to each material license, permit or approval and all material contracts, in each case, requested by the Administrative Agent, and shall have received true and correct copies of each such material license, permit, approval requested by the Administrative Agent;
(m) the Administrative Agent shall have received satisfactory results from such environmental due diligence as the Administrative Agent may reasonably request, including, if reasonably requested by Administrative Agent, receipt of environmental liability insurance in form and substance reasonably satisfactory to the Administrative Agent;
(n) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against each Loan Party and its Property to the extent reasonably required by the Administrative Agent;
(o) the Administrative Agent shall have received the favorable written opinion of counsel to each Loan Party, in form and substance reasonably satisfactory to the Administrative Agent;
(p) (i) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each other Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied);
(q) the Administrative Agent shall have received a certificate that the Loan Parties and their Subsidiaries on a consolidated basis are Solvent, certified as of the Closing Date by an authorized representative of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent;
(r) the Administrative Agent shall have received payoff letters and releases with respect to the Existing Credit Agreement to the extent reasonably required by the Administrative Agent; and
(s) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the The obligation of Bank to participate in any initial Credit Event on hereunder is subject to satisfaction or waiver by Bank of the Closing Datefollowing conditions precedent:
(a) the Administrative Agent 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 the Loan Parties, the L/C Issuer, Borrower and the LendersBank;
(bii) if requested by any LenderBank, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borr▇▇▇▇ ▇ated Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.10;
(ciii) the Administrative Agent shall have received the Security Agreement duly executed and each of the other Collateral Documents required by the relevant Loan Parties and Bank, together with (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in the Guarantors and each Subsidiary of the Borrower (if any) that is a Guarantor entities being pledged as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each entity being pledged, executed in blank and undated with respect to the foregoing stock certificatesundated, (iii) UCC financing statements to be filed against Borrower and each Loan PartySubsidiary, as debtorsdebtor, in favor of the Administrative AgentBank, as secured party, and (iv) patent, trademark, and copyright collateral agreements to the extent requested by Bank;
(iv) evidence of all insurance required to be maintained under the Administrative Agent, and Loan Documents;
(v) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance (including, without limitation, environmental liability insurance) in form and substance reasonably satisfactory to the Administrative Agent;
(e) the Administrative Agent shall have received copies of each Loan PartyBorrower’s articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or comparable Responsible Officer)Secretary;
(fvi) the Administrative Agent shall have received copies of resolutions of each Loan PartyBorrower’s board Board of directors 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 each Loan PartyBorrower’s behalf, all certified in each instance by an authorized officerits Secretary or Assistant Secretary;
(gvii) such documents and certifications as Bank may reasonably require to evidence that Borrower is validly existing, in good standing, and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the Administrative Agent shall have received copies nature of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof, Borrower’s or such other date as the Administrative Agent may agree to in its discretion) from the office of the secretary of the state of its incorporation or organizationSubsidiary’s business requires such qualification;
(hviii) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(iix) $1,168,058 of the Administrative Agent MGL Seller Note shall have received the initial fees called for by Section 3.1be paid;
(jx) a Borrowing Base certificate in the capital, management and organizational structure form attached hereto as Exhibit B showing the computation of the Loan Parties and their Subsidiaries shall be reasonably satisfactory Borrowing Base in reasonable detail as of the close of business not earlier than thirty (30) days prior to the Administrative Agent and making of the Lendersinitial extension of credit hereunder;
(kxi) the Administrative Agent shall have received evidence of completion of due diligence with respect to each Loan Party, including satisfaction of the Administrative Agent’s business due diligence list and confirmatory third-party due diligence, each reasonably satisfactory to the Administrative Agent;
(l) the Administrative Agent shall have received satisfactory results from such due diligence as the Administrative Agent may reasonably request with respect to each material license, permit or approval and all material contracts, in each case, requested by the Administrative Agent, and shall have received true and correct copies of each such material license, permit, approval requested by the Administrative Agent;
(m) the Administrative Agent shall have received satisfactory results from such environmental due diligence as the Administrative Agent may reasonably request, including, if reasonably requested by Administrative Agent, receipt of environmental liability insurance in form and substance reasonably satisfactory to the Administrative Agent;
(n) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of Borrower and each Loan Party and Subsidiary evidencing the absence of Liens on its Property to the extent reasonably required except as permitted by the Administrative AgentSection 7.2;
(oxii) pay off and lien release letters from secured creditors of Borrower and each Subsidiary setting forth, among other things, the Administrative Agent shall total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of Borrower or any Subsidiary) and containing an undertaking to cause to be delivered to Bank, UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of Borrower and each Subsidiary;
(xiii) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in the preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have received been (or concurrently with the initial Borrowing will be) terminated;
(xiv) a favorable written opinion of counsel to Borrower and each Loan Party, in form and substance reasonably satisfactory to the Administrative AgentSubsidiary;
(pxv) (i) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each other Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied);
(q) the Administrative Agent shall have received a certificate that the Loan Parties and their Subsidiaries on a consolidated basis are Solvent, certified as of the Closing Date by an authorized representative of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent;
(r) the Administrative Agent shall have received payoff letters and releases with respect to the Existing Credit Agreement to the extent reasonably required by the Administrative Agent; and
(sxvi) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent Bank may reasonably request.
(b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closing;
(c) the capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Bank, including, without limitation, the structure and terms of any preferred equity securities of Borrower shall be satisfactory to Bank;
(d) completion of all due diligence with respect to Borrower and its Subsidiaries which shall be satisfactory to Bank, including, without limitation, confirmatory third party due diligence including a field exam, satisfactory discussions with Borrower’s accountants and an insurance review;
(e) all legal, tax and regulatory matters relating the Loans and any transactions financed with the proceeds thereof shall be satisfactory to Bank;
(f) Bank shall have received each document (including UCC financing statements) required by the Collateral Documents or under law or reasonably requested by Bank to be filed, registered or recorded in order to create in favor of Bank a perfected Lien on the collateral described therein, prior to any other Liens (subject only to Liens permitted pursuant to Section 7.2), in proper form for filing, registration or recording;
(g) there shall not have occurred since December 31, 2015, any developments or events which individually or in the aggregate with other such circumstances has had or could reasonably be expected to have a Material Adverse Effect;
(h) after giving effect to the initial Credit Event, Minimum Availability of $3,000,000.00; and
(i) Bank shall have received a completed third party verification for the Trizetto platform implementation, together with auditor confirmation that licensing fee revenues of $3,100,000 will be recognized in financial statements of Borrower and its Subsidiaries for the period ending as of June 30, 2016.
Appears in 1 contract
Initial Credit Event. Before or concurrently with The obligation of each Lender to participate in the initial Credit Event on hereunder is subject to satisfaction or waiver by the Closing Dateapplicable party of the following conditions precedent:
(a) the Administrative Agent shall have received each of the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Administrative Agent, and (iii) in form and substance satisfactory to Administrative Agent:
(i) this Agreement duly executed by the Loan PartiesBorrower and its Subsidiaries, the L/C Issueras Guarantors, and the Lenders;
(bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borr▇▇▇▇ ▇ated Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.102.9;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the relevant Loan Parties and (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in the Guarantors and each Subsidiary of the Borrower (if any) that is a Guarantor (ii) stock powers executed in blank and undated with respect to the foregoing stock certificates, (iii) UCC financing statements evidence of insurance required to be filed against each maintained under the Loan Party, as debtors, in favor of the Administrative Agent, as secured party, Documents;
(iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, and (v) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance (including, without limitation, environmental liability insurance) in form and substance reasonably satisfactory to the Administrative Agent;
(e) the Administrative Agent shall have received copies of Borrower’s and each Loan PartySubsidiary’s articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or comparable Responsible Officer)an Authorized Representative;
(fv) the Administrative Agent shall have received copies of resolutions of Borrower’s and each Loan PartySubsidiary’s board Board of directors 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 Borrower’s and each Loan PartySubsidiary’s behalf, all certified in each instance by an authorized officerAuthorized Representative;
(gvi) the Administrative Agent shall have received copies of the certificates of good standing for Borrower and each Loan Party Subsidiary (dated no earlier than 30 days prior to the date hereof, or such other date as the Administrative Agent may agree to in its discretion) 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;
(hvii) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(iviii) the Administrative Agent shall have received the initial fees called for by Section 3.12.10;
(jix) the capital, management and organizational structure of the Loan Parties and their Subsidiaries shall be reasonably satisfactory to the Administrative Agent and the Lenders;
(k) the Administrative Agent shall have received evidence of completion of due diligence with respect to each Loan Party, including satisfaction of the Administrative Agent’s business due diligence list and confirmatory third-party due diligence, each reasonably satisfactory to the Administrative Agent;
(l) the Administrative Agent shall have received satisfactory results from such due diligence as the Administrative Agent may reasonably request with respect to each material license, permit or approval and all material contracts, in each case, requested by the Administrative Agent, and shall have received true and correct copies of each such material license, permit, approval requested by the Administrative Agent;
(m) the Administrative Agent shall have received satisfactory results from such environmental due diligence as the Administrative Agent may reasonably request, including, if reasonably requested by Administrative Agent, receipt of environmental liability insurance in form and substance reasonably satisfactory to the Administrative Agent;
(n) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of Borrower and each Loan Party and Subsidiary evidencing the absence of Liens on its Property to the extent reasonably required except as permitted by the Administrative AgentSection 7.2;
(ox) the Administrative Agent shall have received the favorable written opinion of counsel to Borrower and each Loan PartySubsidiary, in form and substance reasonably satisfactory to the Administrative Agent;
(pxi) (i) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each other Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied);
(q) the Administrative Agent shall have received a certificate that the Loan Parties and their Subsidiaries on a consolidated basis are Solvent, certified as of the Closing Date by an authorized representative of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent;
(r) the Administrative Agent shall have received payoff letters and releases with respect to the Existing Credit Agreement to the extent reasonably required by the Administrative Agent; and
(sxii) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.
(b) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Administrative Agent and the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Techne Corp /Mn/)
Initial Credit Event. Before or concurrently with the initial Credit Event on the Closing DateEvent:
(a) the Administrative Agent shall have received this Agreement the Deeds of Trust duly executed by the Loan PartiesBorrower, the L/C Issuer, 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 Borr▇▇▇▇ ▇ated the date hereof and otherwise in compliance with the provisions of Section 2.10;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the relevant Loan Parties Borrower and each of its existing Subsidiaries as of the Closing Date, if any, and the Guaranties duly executed by Holdings, Marketing Inc. and Marketing GP and all existing Subsidiaries of the Borrower as of the Closing Date, if any, together with (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in the Guarantors and each Subsidiary of the Borrower (as of the Closing Date, if any) that is a Guarantor , (ii) stock powers for the Collateral consisting of the stock or other equity interest in each Subsidiary of the Borrower as of the Closing Date, if any, executed in blank and undated with respect to the foregoing stock certificatesundated, (iii) UCC financing statements to be filed against the Borrower and each Loan PartySubsidiary of the Borrower as of the Closing Date, if any, each as debtorsdebtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements agreements, to the extent requested by the Administrative Agent, and (v) a duly completed deposit account, securities account, and executed Perfection Certificatecommodity account control agreements to the extent requested by the Administrative Agent;
(db) the Administrative Agent shall have received evidence of insurance (required to be maintained under the Loan Documents including, without limitation, environmental liability insurance) in form and substance reasonably satisfactory to , naming the Administrative AgentAgent as mortgagee and lender loss payee;
(ec) the Administrative Agent shall have received for each Lender copies of each Loan Partythe Borrower’s, Holding’s, Marketing Inc.’s and Marketing GP’s certificate of limited partnership agreement, certificate formation operating agreement, articles of incorporation (certified to and bylaws, as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws applicable (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or comparable Responsible Officer)and, with respect to organizational documents filed with a Governmental Authority, by the applicable Governmental Authority;
(fd) the Administrative Agent shall have received for each Lender copies of resolutions of each Loan Partythe Borrower’s, Holding’s, Marketing Inc.’s board and Marketing GP’s Board of directors 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 each Loan Partythe Borrower’s, Holding’s, Marketing Inc.’s and Marketing GP’s behalf, all certified in each instance by an authorized officerits Secretary or Assistant Secretary;
(ge) the Administrative Agent shall have received for each Lender copies of the certificates of good standing standing, or nearest equivalent in the relevant jurisdiction, for each Loan Party the Borrower, Holding, Marketing Inc. and Marketing GP (dated no earlier than 30 days prior to the date hereof, or such other date as the Administrative Agent may agree to in its discretion) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization, as applicable, and of each state in which it is qualified to do business as a foreign partnership corporation or organization;
(hf) the Administrative Agent shall have received for each Lender a list of the Borrower’s Authorized Representatives;
(g) the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.12 hereof;
(h) with respect to each parcel of real estate in which the Borrower has a fee interest, the Administrative Agent shall have received a mortgagee’s title insurance policy (or a prepaid binding commitment therefor) in form and substance acceptable to the Administrative Agent from a title insurance company acceptable to the Administrative Agent in the aggregate amount of $23,647,450 insuring the Lien of the Deeds of Trust to be valid first priority Liens subject to no defects or objections which are unacceptable to the Administrative Agent, together with such endorsements as the Administrative Agent may require;
(i) the Administrative Agent shall have received the initial fees called for by Section 3.1report of ARCADIS G&M, Inc. acceptable to the Administrative Agent concerning the environmental hazards and matters with respect to the parcels of real property subject to the Lien of the Deeds of Trust, together with a reliance letter thereon acceptable to the Administrative Agent;
(j) the capital, management Purchase Agreement and organizational structure of the Loan Parties all documents to be executed and their Subsidiaries delivered in connection therewith shall be reasonably satisfactory acceptable to the Administrative Agent in form and the Lenderssubstance;
(k) the Administrative Agent shall have received evidence of completion of due diligence with respect to each Loan Party, including satisfaction an executed copy of the Administrative Agent’s business due diligence list First Amendment to Purchase and confirmatory third-party due diligence, each reasonably satisfactory Sale Agreement acceptable to the Administrative AgentAgent in form and substance;
(l) the Pride Purchase shall close prior to or concurrently with the initial Credit Event on the terms set forth in the Purchase Agreement and without the waiver by Holdings or the Borrower, as applicable, of any material conditions to closing set forth therein;
(m) intentionally omitted;
(n) the Administrative Agent shall have received evidence reasonably satisfactory to Administrative Agent that Magellan has consented to the assignment to the Borrower of each of the Magellan Contracts;
(o) the Administrative Agent shall have received satisfactory results from such due diligence as evidence that the Administrative Agent may reasonably request Pride Purchase shall have been approved by the Pride Entities’ directors and, if necessary, shareholders, and all necessary legal and regulatory approvals with respect to each material license, permit or approval and all material contracts, in each case, requested by the Administrative Agent, and consummation of the Pride Purchase shall have received true and correct copies of each such material license, permit, approval requested by the Administrative Agentbeen obtained;
(mp) on the Closing Date, both before and after giving effect to the Pride Purchase, no injunction or temporary restraining order which would prohibit or seek to unwind the Pride Purchase or any component thereof, or would prohibit the initial Credit Event, or other litigation which could reasonably be expected to have a Material Adverse Effect, shall be pending or, to the knowledge of the Borrower, threatened;
(q) the Administrative Agent shall have received satisfactory results from such environmental due diligence as the Administrative Agent opinions, certificates and other evidence it may reasonably request, including, if reasonably requested by Administrative Agent, receipt require to satisfy itself as to the solvency of environmental liability insurance in form the Borrower after giving effect to the Pride Purchase;
(r) the capital and substance reasonably organizational structure of the Borrower shall be satisfactory to the Administrative AgentAgent including, without limitation, evidence sufficient to the Administrative Agent of receipt by the Borrower of equity contributions from Holdings or its Affiliates of not less than $50,000,000;
(ns) the Administrative Agent shall have received such evaluations and certifications as it may reasonably require (including a compliance certificate in the form attached hereto as Exhibit E containing compliance calculations of the financial covenants as of the date of this Agreement after giving effect to the Pride Purchase) in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and the Guarantors, and the lack of material contingent liabilities of the Borrower and the Guarantors;
(t) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of the Borrower, each Loan Party and Pride Entity, evidencing the absence of Liens on its Property to the extent reasonably required by the Administrative Agentexcept for Permitted Liens;
(o) the Administrative Agent shall have received the favorable written opinion of counsel to each Loan Party, in form and substance reasonably satisfactory to the Administrative Agent;
(p) (i) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each other Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied);
(qu) the Administrative Agent shall have received a certificate that the Loan Parties termination and their Subsidiaries on a consolidated basis are Solvent, certified as of the Closing Date by an authorized representative of the Borrower, lien release letter from W▇▇▇▇ Fargo Bank in form and substance reasonably acceptable to the Administrative Agent and shall include, without limitation, evidence satisfactory to the Administrative AgentAgent of the filing of UCC amendments regarding (i) filing number 42931659 filed with the Delaware Secretary of State on October 12, 2004 and naming Pride as the debtor and W▇▇▇▇ Fargo Bank, National Association as the secured party, and (ii) filing number 04-0084682082 filed with the Texas Secretary of State on October 11, 2004, naming Pride Marketing as the debtor and W▇▇▇▇ Fargo Bank, National Association, as the secured party, in each instance releasing the Collateral from the collateral described in each such filing;
(rv) the Administrative Agent shall have satisfactorily completed its due diligence with respect to the Borrowers, the Guarantors and the Pride Entities, including, without limitation, the Administrative Agent satisfactory review of the Pride Entities supply agreements and the Magellan Contracts;
(w) the Administrative Agent shall have received payoff letters evidence satisfactorily to it that the notice required by Section 7.7 of the SunTrust Agreement as a result of any agreements between the Borrower and releases Refining has been delivered to all Persons required to receive such notice;
(x) as of the Closing Date, each of the operating deposit accounts of the Borrower (other than local p▇▇▇▇ cash deposit accounts and payroll accounts described in clause (ii) of the proviso to Section 4.1 hereof) shall be maintained with respect the Administrative Agent;
(y) no material adverse change in the financial condition, prospects, or operations of Holdings shall have occurred since the most recent audited financial statements of Holdings;
(z) to Borrower’s knowledge, no material adverse change in the operations of the “Purchased Assets” (as defined in the Purchased Agreement) shall have occurred since the most recent audited financial statements of the Pride Entities;
(aa) the Administrative Agent shall have received for each Lender the favorable written opinions of counsel to the Existing Credit Agreement Borrower, Holdings, Marketing Inc. and Marketing GP, in form and substance satisfactory to the extent reasonably required by the Administrative Agent; and
(sbb) the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial Credit Event on the Closing DateEvent:
(a) the Administrative Agent shall have received this Agreement duly executed by the Loan PartiesBorrowers, the L/C IssuerGuarantors, 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 Borr▇▇▇▇ ▇ated Borrowers dated the date hereof and otherwise in compliance with the provisions of Section 2.101.11 hereof;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the relevant Loan Parties and Parties, together with (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests, to the extent such equity interests are certificated, in the Guarantors and each Domestic Subsidiary as of the Borrower (if any) that is a Guarantor Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest, to the extent such equity interests are certificated, in each Domestic Subsidiary executed in blank and undated with respect to the foregoing stock certificatesundated, (iii) UCC financing statements to be filed against each Loan Party, as debtorsdebtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, and (v) a duly completed and executed Perfection Certificatedeposit account control agreements to the extent requested by the Administrative Agent;
(d) the Administrative Agent shall have received evidence of insurance (includingrequired to be maintained under the Loan Documents, without limitation, environmental liability insurance) in form and substance reasonably satisfactory to naming the Administrative AgentAgent as additional insured and lender’s loss payee;
(e) the Administrative Agent shall have received copies of each Loan Party’s articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or comparable Responsible Officer)Secretary;
(f) the Administrative Agent shall have received copies of resolutions of each Loan Party’s board Board of directors 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 each Loan Party’s behalf, all certified in each instance by an authorized officerits Secretary or Assistant Secretary;
(g) the Administrative Agent shall have received copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof, or such other date as the Administrative Agent may agree to in its discretion) 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;
(h) the Administrative Agent shall have received a list of the Borrowereach Loan Party’s Authorized Representatives;
(i) the Administrative Agent shall have received the initial fees called for by Section 3.12.1 hereof;
(j) the capital, management capital and organizational structure of each Loan Party and Subsidiary after giving effect to the Loan Parties and their Subsidiaries Related Transaction shall be reasonably satisfactory to the Administrative Agent Agent, the Lenders, and the Lenders;
(k) L/C Issuer and all legal, tax, and regulatory matters relating to transactions contemplated hereby including the Administrative Agent Related Transactions shall have received evidence of completion of due diligence with respect to each Loan Party, including satisfaction of the Administrative Agent’s business due diligence list and confirmatory third-party due diligence, each reasonably be satisfactory to the Administrative Agent;
(lk) each Lender and the Administrative Agent L/C Issuer shall have received satisfactory results from such due diligence evaluations and certifications as the Administrative Agent it may reasonably request with respect require in order to satisfy itself as to the value of the Collateral, the financial condition of each material license, permit or approval Loan Party and all material contracts, in each case, requested by the Administrative AgentSubsidiary, and shall have received true and correct copies the lack of material contingent liabilities of each such material license, permit, approval requested by the Administrative AgentLoan Party and Subsidiary;
(m) the Administrative Agent shall have received satisfactory results from such environmental due diligence as the Administrative Agent may reasonably request, including, if reasonably requested by Administrative Agent, receipt of environmental liability insurance in form and substance reasonably satisfactory to the Administrative Agent;
(nl) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of the Loan Parties evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof or liens to be terminated referenced in (m) below;
(m) the Administrative Agent shall have received pay-off and lien release letters from secured creditors of the Loan Parties and each Subsidiary setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of any Loan Party or any Subsidiary) and its Property containing an undertaking to cause to be delivered to the extent reasonably required by Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Loan Parties and each Subsidiary, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent;
(n) the Administrative Agent shall have received the favorable written opinion of counsel to the Loan Parties, in form and substance satisfactory to the Administrative Agent;
(o) the Administrative Agent shall have received the favorable written opinion of counsel to each Loan Party, in form and substance reasonably satisfactory to the Administrative Agent;
(p) (i) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each other Loan PartyParties;
(p) no material adverse change in the business, and condition (ii) to the extent the Borrower qualifies financial or otherwise), operations, performance, or properties, of any Loan Parties or their Subsidiaries, taken as a “legal entity customer” under whole, from that reflected in the Beneficial Ownership RegulationJune 30, sufficiently in advance of 2012 financial statements already received by the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower Administrative Agent shall have received such Beneficial Ownership Certification (provided that, upon occurred; and in the execution and delivery by such Lender case of Onyx EMS or any of its signature page to this Agreementsubsidiaries no such change shall have occurred which constitutes a “Material Adverse Effect”, as such term is defined in the condition set forth in this clause (ii) shall be deemed to be satisfied);Related Transaction Documents.
(q) the Administrative Agent shall have received a certificate that the Related Transaction Purchase Agreement and other material agreements and documents to be executed or delivered in connection therewith, the purchase price to be paid by Loan Parties in connection with the Related Transactions shall not exceed $44,000,000, plus any positive working capital adjustment, plus transaction costs and their Subsidiaries on a consolidated basis are Solventexpenses, certified the representations and warranties set forth in the Related Transaction Purchase Agreement shall be true and correct as of the Closing Date by an authorized representative of Date, the Borrower, Related Transaction Purchase Agreement and other material agreements and documents to be executed or delivered in connection therewith shall otherwise be in form and substance reasonably satisfactory acceptable to the Administrative Agent;
(r) the Related Transaction shall have been approved by Seller’s board of directors and (if necessary) shareholders and shall close concurrently with the initial Credit Event on the terms set forth in the Related Transaction Purchase Agreement and without the waiver by Sparton Onyx of any material conditions to closing set forth therein, and Loan Parties and Seller shall have received any regulatory approval necessary for the consummation of the Related Transactions in accordance with all Legal Requirements, and all applicable waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and all applicable rules and regulations thereunder shall have expired or been terminated;
(s) on the Closing Date, both before and after giving effect to the Related Transaction, no injunction, temporary restraining order or other legal action that would prohibit or seek to unwind the Related Transaction or any component thereof, or would prohibit the initial Credit Event, or other litigation which could reasonably be expected to have a Material Adverse Effect, shall be pending or, to the knowledge of any Loan Party, threatened;
(t) the Administrative Agent shall have received payoff letters a satisfactory solvency certificate from the Chief Financial Officer or other authorized officer acceptable to Administrative Agent from each Loan Party before and releases with respect after giving effect to the Existing Credit Agreement to the extent reasonably required by the Administrative Agent; andRelated Transaction;
(su) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the The obligation of Bank to participate in any initial Credit Event on hereunder is subject to satisfaction or waiver by Bank of the Closing Datefollowing conditions precedent:
(a) the Administrative Agent 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 the Loan Parties, the L/C Issuer, Borrower and the LendersBank;
(bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borr▇▇▇▇ ▇ated Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.10;
(ciii) the Administrative Agent shall have received Assignment of and Amendment to Guaranty, the Assignment of and Amendment to Security Agreement, the Assignment of and Amendment to IP Security Agreement, the Assignment to and Amendment of Guarantor 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 duly executed as Liens and Encumbrances and each of the other Collateral Documents required by the relevant Loan Parties and Bank, together with (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in the Guarantors and each Subsidiary of the Borrower (if any) that is a Guarantor (ii) stock powers executed in blank and undated with respect to the foregoing stock certificates, (iii) UCC financing statements to be filed against each Loan PartyBorrower and Guarantor, as debtorsdebtor, in favor of the Administrative AgentBank, as secured party, (ivii) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative AgentBank, and (viii) a duly completed deposit account, securities account, and executed Perfection Certificatecommodity account control agreements to the extent requested by Bank;
(div) the Administrative Agent shall have received evidence of insurance (including, without limitation, environmental liability insurance) in form and substance reasonably satisfactory to the Administrative Agent;
(e) the Administrative Agent shall have received copies of Borrower’s and each Loan PartyGuarantor’s articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or comparable Responsible Officer)Secretary;
(fv) the Administrative Agent shall have received copies of resolutions of Borrower’s and each Loan PartyGuarantor’s board Board of directors 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 Borrower’s and each Loan PartySubsidiary’s behalf, all certified in each instance by an authorized officerits Secretary or Assistant Secretary;
(gvi) the Administrative Agent shall have received copies of the certificates of such documents and certifications as Bank may reasonably require to evidence that Borrower and each Guarantor is validly existing, in good standing for each Loan Party or active status (dated no earlier than 30 days prior as applicable), and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the date hereof, nature of Borrower’s or such other date as the Administrative Agent may agree to in its discretion) from the office of the secretary of the state of its incorporation or organizationGuarantor’s business requires such qualification;
(hvii) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(iviii) a Borrowing Base Certificate in the Administrative Agent shall have received form attached hereto as Exhibit B showing the initial fees called for by Section 3.1computation of the Borrowing Base in reasonable detail as of the close of business on May 25, 2018;
(jix) the capital, management and organizational structure of the Loan Parties and their Subsidiaries shall be reasonably satisfactory to the Administrative Agent and the Lenders;
(k) the Administrative Agent shall have received evidence of completion of due diligence with respect to each Loan Party, including satisfaction of the Administrative Agent’s business due diligence list and confirmatory third-party due diligence, each reasonably satisfactory to the Administrative Agent;
(l) the Administrative Agent shall have received satisfactory results from such due diligence as the Administrative Agent may reasonably request with respect to each material license, permit or approval and all material contracts, in each case, requested by the Administrative Agent, and shall have received true and correct copies of each such material license, permit, approval requested by the Administrative Agent;
(m) the Administrative Agent shall have received satisfactory results from such environmental due diligence as the Administrative Agent may reasonably request, including, if reasonably requested by Administrative Agent, receipt of environmental liability insurance in form and substance reasonably satisfactory to the Administrative Agent;
(n) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of Borrower and each Loan Party and Guarantor, evidencing the absence of Liens on its Property to the extent reasonably required except as permitted by the Administrative AgentSection 7.2;
(ox) pay off and lien release or amendment letters from secured creditors of Borrower and each Guarantor setting forth, among other things, the Administrative Agent shall total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of Borrower or any Guarantor) and containing an undertaking to cause to be delivered to Bank UCC amendment or termination statements and any other lien amendment or release instruments necessary to amend or release their Liens on the assets of Borrower and each Guarantor;
(xi) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in the preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have received been (or concurrently with the initial Borrowing will be) terminated or amended.
(xii) a favorable written opinion of counsel to Borrower and each Loan PartyGuarantor;
(xiii) evidence satisfactory to Bank that all due diligence with respect to Borrower, each Guarantor and Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bank;
(xiv) five-year projected financial statements for Borrower and a closing balance sheet for Borrower adjusted to give effect to the Acquisition in form and substance reasonably satisfactory previously provided to the Administrative AgentBank;
(pxv) (i) each complete, signed copies of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each other Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied);
(q) the Administrative Agent shall have received a certificate that the Loan Parties and their Subsidiaries on a consolidated basis are Solvent, certified as of the Closing Date by an authorized representative of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent;
(r) the Administrative Agent shall have received payoff letters and releases with respect to the Existing Credit Agreement to the extent reasonably required by the Administrative AgentPurchase Documents; and
(sxvi) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent Bank may reasonably request.
(b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closing;
(c) the capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Bank;
(d) after giving effect to each initial Credit Event, payment of all fees and expenses in connection therewith, and any payables stretched beyond their customary payment practices, Availability shall be at least $5,000,000.00; and
(e) after giving effect to each initial Credit Event, (i) Borrower’s EBITDA for the most recently-ended twelve months (“LTM”) through April 30, 2018 shall be at least $23,000,000 (inclusive of Target’s verified EBITDA), and (ii) the Total Funded Debt/EBITDA Ratio is less than 3.00 to 1.00, each calculated based on LTM EBITDA through April 30, 2018.
Appears in 1 contract
Sources: Credit Agreement (Twin Disc Inc)
Initial Credit Event. Before or concurrently with the initial Credit Event on the Closing DateEvent:
(a) the Administrative Agent shall have received for each Bank this Agreement duly executed by the Loan Parties, the L/C Issuer, Borrower and the LendersBanks;
(b) if requested by any Lender, the Administrative Agent shall have received for each Bank such Lender such Lender’s Bank's duly executed Notes of the Borr▇▇▇▇ ▇ated Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.101.12 hereof;
(c) the Administrative Agent shall have received the Security Pledge Agreement duly executed by the Borrower and each relevant Loan Parties Subsidiary, and the Guaranty duly executed by each Material Subsidiary, together with (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in the Guarantors and interest of each Subsidiary as of the Borrower (if any) that is a Guarantor date of this Agreement, (ii) stock powers for the Collateral consisting of the stock or other equity interest of each Subsidiary each to be executed in blank and undated with respect to the foregoing stock certificatesundated, and (iii) UCC financing statements to be filed against the Borrower and each Loan PartySubsidiary, as debtorsdebtor, in favor of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, and (v) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance (including, without limitation, environmental liability insurance) in form and substance reasonably satisfactory to the Administrative Agent;
(e) the Administrative Agent shall have received for each Bank copies of the Borrower's and each Loan Party’s Subsidiary's articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational constituent documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or comparable Responsible Officer)Secretary;
(fe) the Administrative Agent shall have received for each Bank copies of resolutions of the Borrower's and of each Loan Party’s board Subsidiary's Board of directors Directors (or similar comparable 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 each Loan Party’s the Borrower's and such Subsidiary's behalf, all certified in each instance by an authorized officerits Secretary or Assistant Secretary;
(gf) the Administrative Agent shall have received for each Bank copies of the certificates of good standing for the Borrower and for each Loan Party Material Subsidiary (dated no earlier than 30 days prior to the date hereof, or such other date as of the Administrative Agent may agree to in its discretionPrevious Credit Agreement) from the office of the secretary of the state of its incorporation or organizationand of each state (other than any state in which it is not in good standing and such failure to be in good standing would not have a Material Adverse Effect) in which it is qualified to do business as a foreign corporation;
(g) the Agent shall have received for each Bank a list of the Borrower's Authorized Representatives;
(h) the Administrative Agent shall have received a list of for itself and for the Borrower’s Authorized Representatives;
(i) the Administrative Agent shall have received Banks the initial fees called for by Section 3.12.1 hereof;
(i) the Agent shall have received and approved as satisfactory to it, (i) the audit reports and accompanying financial statements of the Borrower and its Subsidiaries for the Borrower's five most recently completed fiscal years, (ii) the audit reports and accompanying financial statements of ITI Marketing and its subsidiaries for ITI Marketing's three most recently completed fiscal years, (iii) a proforma consolidated balance sheet for the Borrower immediately after giving effect to the ITI Marketing Acquisition and (iv) a pro forma consolidated balance sheet of ITI Marketing immediately after giving effect to the ITI Marketing Acquisition;
(j) the capital, management and organizational structure Agent shall have completed its due diligence review of the Loan Parties (i) environmental liabilities of the Borrower and their its Subsidiaries shall be reasonably and (ii) material contracts, licenses, permits and agreements to which the Borrower and its Subsidiaries are subject and approved the results of such review as satisfactory to the Administrative Agent and the Lendersit;
(k) the Administrative Agent each Bank shall have received evidence of completion of due diligence with respect to each Loan Party, such evaluations and certifications as it may reasonably require (including satisfaction a compliance certificate in the form attached hereto as Exhibit G containing compliance calculations of the Administrative Agent’s business due diligence list and confirmatory third-party due diligence, each reasonably satisfactory financial covenants as of the date of this Agreement after giving effect to the Administrative AgentITI Marketing Acquisition) in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material environmental and other contingent liabilities of the Borrower and its Subsidiaries;
(l) the Administrative Agent shall have received evidence satisfactory results from such due diligence as to it that (x) the Administrative Agent may reasonably request Total Consideration payable by the Borrower with respect to each material license, permit or approval and all material the ITI Marketing Acquisition is not more than $160,000,000 (excluding the Total Consideration payable after closing of the ITI Marketing Acquisition attributable to certain United States Postal Service contracts, such post-closing Total Consideration not to exceed the amounts set forth in each casethe ITI Marketing Purchase Agreement, requested (y) all conditions precedent to the ITI Marketing Acquisition (except for the Banks' funding of the purchase price therefor) have been satisfied in accordance with the terms of the ITI Marketing Purchase Agreement (without giving effect to any amendment, modification or waiver thereto not consented to in writing by the Administrative Agent, ) and shall have received true its effectiveness and correct copies of each such material license, permit, approval requested by (z) the Administrative AgentITI Marketing Purchase Agreement is effective;
(m) all legal, tax and regulatory matters incident to the Administrative Agent Credits and the ITI Marketing Acquisition, including without limitation all regulatory approvals of the ITI Marketing Acquisition under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, shall have received satisfactory results from such environmental due diligence as the Administrative Agent may reasonably request, including, if reasonably requested by Administrative Agent, receipt of environmental liability insurance in form and substance reasonably be satisfactory to the Administrative Agent;
(n) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against (i) for each Loan Party and its Property to the extent reasonably required by the Administrative Agent;
(o) the Administrative Agent shall have received Bank the favorable written opinion opinions of counsel to each Loan Partythe Borrower and its Subsidiaries, in form and substance reasonably satisfactory to the Administrative AgentAgent and (ii) a fairness opinion on ITI Marketing as prepared by ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇, Incorporated;
(o) the Agent shall have received and approved as to form and substance the ITI Marketing Purchase Agreement and all other instruments and documents applicable thereto;
(p) (i) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each other Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon common and preferred stock and paid-in equity capital of at least $125,000,000 immediately after giving effect to the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied)ITI Marketing Acquisition;
(q) the Administrative Agent shall have received a certificate satisfactory assurances that the Loan Parties Agent will have received and their Subsidiaries on a consolidated basis are Solvent, certified approved (both as of the Closing Date by an authorized representative of the Borrower, in to form and substance reasonably substance) such UCC financing statements and other instruments and documents as it shall deem necessary to perfect the Liens required hereunder and satisfactory to lien searches confirming the Administrative Agentpriority of such Liens;
(r) the Administrative Agent shall have received payoff letters and releases with respect approved as to form and substance (i) an Environmental Checklist regarding environmental liabilities and (ii) a Year 2000 Questionnaire regarding matters of the Existing Credit Agreement type addressed by Section 6.21 hereof, each to the extent reasonably required be properly completed and duly executed by the Administrative AgentBorrower; and
(s) the Administrative Agent each Guarantor shall have received such other agreementsexecuted and delivered to the Banks their consent to this Agreement in the form set forth below. References in this Section to Subsidiaries shall be deemed to include ITI Marketing and its subsidiaries prior to, instrumentsas well as after, documents, certificates, and opinions as consummation of the Administrative Agent may reasonably requestITI Marketing Acquisition.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the The obligation of Bank to participate in any initial Credit Event on hereunder is subject to satisfaction or waiver by Bank of the Closing Datefollowing conditions precedent:
(a) the Administrative Agent 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 the Loan Parties, the L/C Issuer, ▇▇▇▇▇▇▇▇ and the LendersBank;
(bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borr▇▇▇▇▇▇▇▇ ▇ated dated the date hereof and otherwise in compliance with the provisions of Section 2.10;
(ciii) the Administrative Agent shall have received 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 duly executed by the relevant Loan Parties as Liens and (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all Encumbrances and each of the issued and outstanding shares of capital stock or other equity interests in the Guarantors and each Subsidiary of the Borrower Collateral Documents required by Bank, together with (if any) that is a Guarantor (ii) stock powers executed in blank and undated with respect to the foregoing stock certificates, (iiiA) UCC financing statements to be filed against each Loan PartyTDI, 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 the Administrative AgentBank, as secured party, party (ivC) patent, trademark, industrial design and copyright collateral agreements to the extent requested by the Administrative AgentBank, and (vD) a duly completed deposit account, securities account, and executed Perfection Certificatecommodity account control agreements to the extent requested by Bank;
(div) the Administrative Agent shall have received evidence of insurance (including, without limitation, environmental liability insurance) in form and substance reasonably satisfactory to the Administrative Agent;
(e) the Administrative Agent shall have received copies of each Loan PartyTDI’s and ▇▇▇▇▇▇ Purchaser’s articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or comparable Responsible Officer)Secretary;
(fv) the Administrative Agent shall have received copies of resolutions of each Loan PartyTDI’s board and ▇▇▇▇▇▇ Purchaser’s Board of directors 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 each Loan PartyTDI’s and ▇▇▇▇▇▇ Purchaser’s behalf, all certified in each instance by an authorized officerits Secretary or Assistant Secretary;
(gvi) the Administrative Agent shall have received copies of the certificates of such documents and certifications as Bank may reasonably require to evidence that TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target are validly existing, in good standing for each Loan Party or active status (dated no earlier than 30 days prior as applicable), and qualified to the date hereof, or such other date as the Administrative Agent may agree to engage in business in its discretion) from jurisdiction of organization and in any other jurisdiction in which the office nature of the secretary of the state of its incorporation or organizationTDI and ▇▇▇▇▇▇ Purchaser’s business requires such qualification;
(hvii) the Administrative Agent shall have received a list of the Borrower▇▇▇▇▇▇▇▇’s Authorized Representatives;
(iviii) a pro forma Borrowing Base Certificate in the Administrative Agent shall have received form attached hereto as Exhibit B showing the initial fees called for by Section 3.1computation of the Borrowing Base in reasonable detail as of the close of business on February 14, 2025, after giving effect to the ▇▇▇▇▇▇ Acquisition;
(jix) the capital, management and organizational structure of the Loan Parties and their Subsidiaries shall be reasonably satisfactory to the Administrative Agent and the Lenders;
(k) the Administrative Agent shall have received evidence of completion of due diligence with respect to each Loan Party, including satisfaction of the Administrative Agent’s business due diligence list and confirmatory third-party due diligence, each reasonably satisfactory to the Administrative Agent;
(l) the Administrative Agent shall have received satisfactory results from such due diligence as the Administrative Agent may reasonably request with respect to each material license, permit or approval and all material contracts, in each case, requested by the Administrative Agent, and shall have received true and correct copies of each such material license, permit, approval requested by the Administrative Agent;
(m) the Administrative Agent shall have received satisfactory results from such environmental due diligence as the Administrative Agent may reasonably request, including, if reasonably requested by Administrative Agent, receipt of environmental liability insurance in form and substance reasonably satisfactory to the Administrative Agent;
(n) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of ▇▇▇▇▇▇▇▇ and each Loan Party and Guarantor, evidencing the absence of Liens on its Property except as permitted by Section 7.2;
(x) pay off and lien release or amendment letters from secured creditors of ▇▇▇▇▇▇ Target and ▇▇▇▇▇▇ Sellers (as defined in the ▇▇▇▇▇▇ Purchase Document) setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of TDI and/or ▇▇▇▇▇▇ Target) (collectively, the “Payoff Amount”) and containing a confirmation that upon receipt of the Payoff Amount that (i) all indebtedness, liabilities and obligations have been satisfied in full, (ii) all Liens have been discharged and released (in the case of the ▇▇▇▇▇▇ Sellers, only Liens on the “Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), (iii) all loan, guarantee and security documents delivered by the Kobelt Target are terminated and released, (iv) they shall cause to be delivered to Bank UCC amendment or termination statements and PPSA financing change statements or full discharges of any financing statements registered against the Kobelt Target and the ▇▇▇▇▇▇ Sellers (but in the case of the ▇▇▇▇▇▇ Sellers, only to the extent reasonably required by any such financing statements perfect a security interest the Administrative Agent“Purchased Shares” as defined in the ▇▇▇▇▇▇ Purchase Document), together with any other lien amendment or release instruments necessary to amend or release their Liens on the assets of ▇▇▇▇▇▇ Target (including the discharges of Intellectual Property Security Agreements to be filed with the applicable governmental offices in which Lien filings were made, and termination notices for any bank account control agreements) or the “Purchased Shares” (as defined in the ▇▇▇▇▇▇ Purchase Document); and (v) the return of any physical Collateral (including share certificates);
(oxi) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in the Administrative Agent shall preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have received been (or concurrently with the initial Borrowing will be) terminated or amended.
(xii) a favorable written opinion of counsel to each Loan PartyTDI and ▇▇▇▇▇▇ Purchaser;
(xiii) evidence satisfactory to Bank that all due diligence with respect to TDI, ▇▇▇▇▇▇ Purchaser and ▇▇▇▇▇▇ Target has been completed, including confirmatory third-party due diligence consisting of a third-party due diligence report, quality of earnings, a legal and tax review, an industry and technology review, inventory appraisal, management background checks, an insurance review, and customer and supplier calls, all conducted by firms acceptable to Bank;
(xiv) five-year projected financial statements for Borrower and a closing balance sheet for Borrower adjusted to give effect to the ▇▇▇▇▇▇ Acquisition in form and substance reasonably satisfactory previously provided to the Administrative AgentBank;
(pxv) (i) each complete, signed copies of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each other Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied)▇▇▇▇▇▇ Purchase Documents;
(qxvi) the Administrative Agent shall have received Post-▇▇▇▇▇▇ Amalgamation Deliveries (other than the certificate and articles of amalgamation and a certificate that the Loan Parties and their Subsidiaries on a consolidated basis are Solvent, certified as of good standing of the Closing Date Canadian Borrower, each of which shall be delivered to Bank as soon as possible upon receipt) delivered in escrow to be released from escrow automatically and with no further action by an authorized representative any party hereto upon the Canadian Borrower providing satisfactory evidence to Bank of the Borrowerconsummation of the ▇▇▇▇▇▇ Amalgamation, in form and substance reasonably satisfactory to which the Administrative Agent;
(r) the Administrative Agent Canadian Borrower shall have received payoff letters and releases with respect to the Existing Credit Agreement to the extent reasonably required by the Administrative Agentprovide forthwith upon completion of same; and
(sxvii) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent Bank may reasonably request.
(b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closing;
(c) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Bank; and
(d) After giving effect to the ▇▇▇▇▇▇ Acquisition, each initial Credit Event, payment of all fees and expenses in connection therewith, and any payables stretched beyond their customary payment practices, the Availability shall be at least $5,000,000.00.
Appears in 1 contract
Sources: Credit Agreement (Twin Disc Inc)
Initial Credit Event. Before or concurrently with the The obligation of Bank to participate in any initial Credit Event on hereunder is subject to satisfaction or waiver by Bank of the Closing Date:following conditions precedent: ‑30‑ DOCPROPERTY "CUS_DocIDChunk0" 4902-4014-4389\11
(a) the Administrative Agent 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 the Loan Parties, the L/C Issuer, B▇▇▇▇▇▇▇ and the LendersBank;
(bii) if requested by any LenderBank, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the BorrB▇▇▇▇▇▇▇ ▇ated dated the date hereof and otherwise in compliance with the provisions of Section 2.10;
(ciii) the Administrative Agent shall have received Guaranty, Security Agreement, the Security Agreement duly executed Pledge Agreement, and each of the other Collateral Documents required by the relevant Loan Parties and Bank, together with (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in the Guarantors and each Subsidiary of the Borrower (if any) that is a Guarantor entities being pledged as of the Closing Date, (ii) stock powers for the Collateral consisting of the stock or other equity interest in each entity being pledged, executed in blank and undated with respect to the foregoing stock certificatesundated, (iii) UCC financing statements to be filed against Borrower and each Loan PartySubsidiary, as debtorsdebtor, in favor of the Administrative AgentBank, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative AgentBank, and (v) a duly completed deposit account, securities account, and executed Perfection Certificatecommodity account control agreements to the extent requested by Bank;
(div) the Administrative Agent shall have received evidence of all insurance (including, without limitation, environmental liability insurance) in form and substance reasonably satisfactory required to be maintained under the Administrative AgentLoan Documents;
(ev) the Administrative Agent shall have received copies of B▇▇▇▇▇▇▇’s and each Loan PartySubsidiary’s articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or comparable Responsible Officer)Secretary;
(fvi) the Administrative Agent shall have received copies of resolutions of B▇▇▇▇▇▇▇’s and each Loan PartySubsidiary’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 B▇▇▇▇▇▇▇’s and each Loan PartySubsidiary’s behalf, all certified in each instance by an authorized officerits Secretary or Assistant Secretary;
(gvii) such documents and certifications as Bank may reasonably require to evidence that Borrower and each Subsidiary is validly existing, in good standing, and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the Administrative Agent shall have received copies nature of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof, Borrower’s or such other date as the Administrative Agent may agree to in its discretion) from the office of the secretary of the state of its incorporation or organizationSubsidiary’s business requires such qualification;
(hviii) the Administrative Agent shall have received a list of the BorrowerB▇▇▇▇▇▇▇’s Authorized Representatives;
(iix) such evaluations and certifications as it may reasonably require in order to satisfy itself as to the Administrative Agent shall have received value of the initial fees called for by Section 3.1;Collateral, the financial condition of Borrower and its Subsidiaries, and the lack of material contingent liabilities of Borrower and its Subsidiaries; DOCPROPERTY "CUS_DocIDChunk0" 4902-4014-4389\11
(jx) the capital, management and organizational structure of the Loan Parties and their Subsidiaries shall be reasonably satisfactory to the Administrative Agent and the Lenders;
(k) the Administrative Agent shall have received evidence of completion of due diligence with respect to each Loan Party, including satisfaction of the Administrative Agent’s business due diligence list and confirmatory third-party due diligence, each reasonably satisfactory to the Administrative Agent;
(l) the Administrative Agent shall have received satisfactory results from such due diligence as the Administrative Agent may reasonably request with respect to each material license, permit or approval and all material contracts, in each case, requested by the Administrative Agent, and shall have received true and correct copies of each such material license, permit, approval requested by the Administrative Agent;
(m) the Administrative Agent shall have received satisfactory results from such environmental due diligence as the Administrative Agent may reasonably request, including, if reasonably requested by Administrative Agent, receipt of environmental liability insurance in form and substance reasonably satisfactory to the Administrative Agent;
(n) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of B▇▇▇▇▇▇▇ and each Loan Party and Subsidiary evidencing the absence of Liens on its Property to the extent reasonably required except as permitted by the Administrative AgentSection 7.2;
(oxi) pay off and lien release letters from secured creditors of Borrower and each Subsidiary setting forth, among other things, the Administrative Agent shall total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of Borrower or any Subsidiary) and containing an undertaking to cause to be delivered to Bank UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of Borrower and each Subsidiary;
(xii) evidence reasonably satisfactory to Bank that all indebtedness to creditors referenced in the preceding paragraph has been (or concurrently with the initial Borrowing will be) paid in full, and that all agreements and instruments governing indebtedness and that all Liens securing such indebtedness have received been (or concurrently with the initial Borrowing will be) terminated.
(xiii) a favorable written opinion of counsel to B▇▇▇▇▇▇▇ and each Loan Party, in form and substance reasonably satisfactory to the Administrative AgentSubsidiary;
(pxiv) (i) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each other Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied);
(qxv) the Administrative Agent shall have received a certificate that the Loan Parties and their Subsidiaries on a consolidated basis are Solvent, certified as of the Closing Date by an authorized representative of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent;
(r) the Administrative Agent shall have received payoff letters and releases with respect to the Existing Credit Agreement to the extent reasonably required by the Administrative Agentfully executed Beneficial Ownership Certification; and
(sxvi) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent Bank may reasonably request.
(b) Bank shall have received the initial fees called for by Section 2.11, together with all other fees, costs and expenses required to be paid by Borrower at or before closing; and
(c) the capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Bank.
(d) Bank shall have received the Borrower’s consolidated audited financial statements and consolidated unaudited quarterly financial statements (including an income statement, a balance sheet, and a statement of cash flow) for the prior three years, and B▇▇▇▇▇▇▇’s consolidated three year projected financial statements, all to be in form and substance acceptable to the bank.
(e) No material adverse change in the business, condition (financial or otherwise), operations, performance, properties, or prospects of the Borrower or any of its Subsidiaries or any Guarantor from that reflected in the September 30, 2024 financial statements of Borrower and delivered to the bank shall have occurred.
(f) The Bank’s receipt of evidence satisfactory to the Bank that the Borrower’s EBITDA for the most recently-ended 12-month period through September 30, 2024 is at least $11,000,000.00 and the Borrower’s ratio of Total Funded Debt to EBITDA is less than 4.0 to 1.0 for the recently ended 12-month period through September 30, 2024, with each determined based on all indebtedness outstanding as of the Closing Date of the Loans after giving effect to the initial loans hereunder. ‑32‑ DOCPROPERTY "CUS_DocIDChunk0" 4902-4014-4389\11
(g) The Bank’s receipt of evidence satisfactory to the Bank that the Borrower’s Fixed Charge Coverage Ratio for the most recently-ended 12-month period through September 30, 2024 is not less than 1.10 to 1.0.
(h) The Bank’s receipt of evidence satisfactory to the Bank that the Borrower’s and B▇▇▇▇▇▇▇’s Subsidiaries’ aggregate capital expenditures have not exceeded seven and one half of one percent (7.5%) of the prior year’s aggregate net revenues.
Appears in 1 contract
Initial Credit Event. Before or concurrently with the initial first Credit Event on to occur following the Closing Dateexecution and delivery of this Agreement by the Borrowers:
(a) the Administrative Agent shall have received this Agreement duly executed by for each Lender the Loan Partiesfavorable written opinions of (i) Preston, Gates & ▇▇▇▇▇, LLP, counsel to the L/C IssuerU.S. Borrower and each Domestic Subsidiary, in substantially the forms of Exhibit H hereto, and otherwise in form and substance satisfactory to the Required Lenders, (ii) Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, special Australian counsel to the Lenders, in form and substance satisfactory to the Required Lenders, and (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇, special New Zealand counsel to the Lenders, in form and substance satisfactory to the Required Lenders;
(b) if requested by any Lender, the Administrative Agent shall have received for such each Lender such Lender’s duly executed Notes (i) certified copies of resolutions of the Borr▇▇▇▇ ▇ated Board of Directors (or comparable authorizing documents) of the date hereof U.S. Borrower authorizing the execution, delivery and otherwise performance of this Agreement and such Borrower's Notes (if applicable), indicating the authorized signers of this Agreement and such Borrower's Notes (if applicable) and all other documents relating thereto and the specimen signatures of such signers and (ii) copies of such Borrower's Certificate of Incorporation and by-laws (or other comparable constituent documents) certified by the Secretary or other appropriate officer of such Borrower together with (if available in compliance with the provisions relevant jurisdiction) a certificate of Section 2.10good standing (or similar document) certified by the appropriate governmental officer in the jurisdiction of such Borrower's organization;
(c) the Administrative Agent shall have received the Security Agreement duly executed by the relevant Loan Parties and for each Lender, in respect of each Australian Borrower (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all a certified extract of the issued and outstanding shares minutes of capital stock or other equity interests in the Guarantors and each Subsidiary a meeting of the Borrower (if any) that is a Guarantor (ii) stock powers executed in blank and undated with respect to the foregoing stock certificates, (iii) UCC financing statements to be filed against each Loan Party, as debtors, in favor Board of Directors of the Administrative Agent, as secured party, (iv) patent, trademark, and copyright collateral agreements to the extent requested by the Administrative Agent, and (v) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance (including, without limitation, environmental liability insurance) in form and substance reasonably satisfactory to the Administrative Agent;
(e) the Administrative Agent shall have received copies of each Loan Party’s articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by Australian Borrower evidencing resolutions authorizing its Secretary or Assistant Secretary (or comparable Responsible Officer);
(f) the Administrative Agent shall have received copies of resolutions of each Loan Party’s board of directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Relevant Documents to which it is a party and providing confirmations regarding, among other things, directors' self-interested transactions, corporate benefit, solvency, financial assistance and related party transactions, and indicating the consummation authorized signers of the transactions contemplated hereby Relevant Documents to which it is a party and therebyall other documents relating thereto, (ii) a copy of the specimen signatures of such signers, certified by a director or company secretary of the Australian Borrower, (iii) a certified copy of each document which evidences any other necessary corporate or other action of the Australian Borrower in connection with the Relevant Documents to which it is a party, (iv) a certified copy of the power of attorney under which the Relevant Documents to which the Australian Borrower is a party were or are to be signed on its behalf, together with specimen signatures evidence of registration, where registration is required by applicable laws, (v) a copy of the persons authorized to execute such Australian Borrower's certificate of incorporation and constituent documents on each Loan Party’s behalf, all certified in each instance by an authorized officer;
(g) the Administrative Agent shall have received copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof, a director or such other date as the Administrative Agent may agree to in its discretion) from the office of the company secretary of the state of its incorporation or organization;
(h) the Administrative Agent shall have received a list of the Australian Borrower’s Authorized Representatives;
(i) the Administrative Agent shall have received the initial fees called for by Section 3.1;
(j) the capital, management and organizational structure of the Loan Parties and their Subsidiaries shall be reasonably satisfactory to the Administrative Agent and the Lenders;
(k) the Administrative Agent shall have received evidence of completion of due diligence with respect to each Loan Party, including satisfaction of the Administrative Agent’s business due diligence list and confirmatory third-party due diligence, each reasonably satisfactory to the Administrative Agent;
(l) the Administrative Agent shall have received satisfactory results from such due diligence as the Administrative Agent may reasonably request with respect to each material license, permit or approval and all material contracts, in each case, requested by the Administrative Agent, and shall have received true and correct copies of each such material license, permit, approval requested by the Administrative Agent;
(m) the Administrative Agent shall have received satisfactory results from such environmental due diligence as the Administrative Agent may reasonably request, including, if reasonably requested by Administrative Agent, receipt of environmental liability insurance in form and substance reasonably satisfactory to the Administrative Agent;
(n) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against each Loan Party and its Property to the extent reasonably required by the Administrative Agent;
(o) the Administrative Agent shall have received the favorable written opinion of counsel to each Loan Party, in form and substance reasonably satisfactory to the Administrative Agent;
(p) (i) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each other Loan Partypurposes of this paragraph (c), and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to "Relevant Documents" means this Agreement, the condition set forth in this clause (ii) shall be deemed Australian Amendatory Documents, the Subscription Agreement, the Intercreditor Agreement and any other Loan Document or related notice, certificate or other document to be satisfied)executed by or on behalf of an Australian Borrower on or about the date of this Agreement;
(q) the Administrative Agent shall have received a certificate that the Loan Parties and their Subsidiaries on a consolidated basis are Solvent, certified as of the Closing Date by an authorized representative of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent;
(r) the Administrative Agent shall have received payoff letters and releases with respect to the Existing Credit Agreement to the extent reasonably required by the Administrative Agent; and
(s) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Penford Corp)
Initial Credit Event. Before or concurrently with The obligation of each Lender and the L/C Issuer to participate in the initial Credit Event on hereunder is subject to satisfaction or waiver by the Closing Dateapplicable party of the following conditions precedent:
(a) the Administrative Agent shall have received this Agreement each of the following, in each case (i) duly executed by the Loan Partiesall applicable parties, the L/C Issuer(ii) dated a date satisfactory to Administrative Agent, and the Lenders(iii) in form and substance satisfactory to Administrative Agent:
(i) this Agreement;
(bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borr▇▇▇▇ ▇ated the date hereof and otherwise in compliance with the provisions of Section 2.102.9;
(ciii) the Administrative Agent shall have received the Security Agreement duly executed by the relevant Loan Parties and (i) Collateral Documents, together with, to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in the Guarantors and each Subsidiary of the Borrower Collateral (if any) that is a Guarantor (ii) stock powers executed in blank and undated with respect to the foregoing stock certificates, (iiiA) UCC financing statements to be filed against each Loan Party, as debtorsdebtor, in favor of the 739016937 20664705 Administrative Agent, as secured party, party and (ivB) patent, trademark, and copyright collateral agreements Collateral Documents, to the extent requested by the Administrative Agent, and (v) a duly completed and executed Perfection Certificate;
(d) the Administrative Agent shall have received evidence of insurance (including, without limitation, environmental liability insurance) in form and substance reasonably satisfactory to the Administrative Agent;
(eiv) evidence of insurance required to be maintained under the Administrative Agent shall have received Loan Documents;
(v) copies of each Loan Party’s articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or comparable Responsible Officer)Secretary;
(fvi) the Administrative Agent shall have received copies of resolutions of each Loan Party’s board Board of directors 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 each such Loan Party’s behalf, all certified in each instance by an authorized officerits Secretary or Assistant Secretary;
(gvii) the Administrative Agent shall have received copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof, or such other date as the Administrative Agent may agree to in its discretion) 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;
(hviii) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
(iix) the Administrative Agent shall have received the initial fees called for by Section 3.12.10;
(jx) the capital, management and organizational structure of the Loan Parties and their Subsidiaries shall be reasonably satisfactory to the Administrative Agent and the Lenders;
(k) the Administrative Agent shall have received evidence of completion of due diligence with respect to each Loan Party, including satisfaction of the Administrative Agent’s business due diligence list and confirmatory third-party due diligence, each reasonably satisfactory to the Administrative Agent;
(l) the Administrative Agent shall have received satisfactory results from such due diligence as the Administrative Agent may reasonably request with respect to each material license, permit or approval and all material contracts, in each case, requested by the Administrative Agent, and shall have received true and correct copies of each such material license, permit, approval requested by the Administrative Agent;
(m) the Administrative Agent shall have received satisfactory results from such environmental due diligence as the Administrative Agent may reasonably request, including, if reasonably requested by Administrative Agent, receipt of environmental liability insurance in form and substance reasonably satisfactory to the Administrative Agent;
(n) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of each Loan Party and evidencing the absence of Liens on its Property to the extent reasonably required except as permitted by the Administrative AgentSection 7.2;
(oxi) satisfactory pay-off letters for all existing Indebtedness required to be repaid and which confirms that all Liens upon any of the Administrative Agent property of Borrower and each Guarantor constituting Collateral will be terminated concurrently with such payment and all letters of credit issued or guaranteed as part of such Indebtedness shall have received been cash collateralized or supported by a Letter of Credit;
(xii) the favorable written opinion of counsel to Borrower and each Loan Party, in form and substance reasonably satisfactory to the Administrative AgentGuarantor;
(pxiii) (i) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each other Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied);
(qxiv) unaudited quarterly financial statements (including an income statement, a balance sheet, and a cash flow statement) of Borrower for the Administrative Agent shall have received a certificate that the Loan Parties and their Subsidiaries on a consolidated basis are Solvent, certified as of prior three fiscal quarters preceding the Closing Date by an authorized representative of the Borrower, in form and substance reasonably satisfactory to the Administrative Agenta pro forma compliance certificate;
(rxv) a solvency certificate in the Administrative Agent shall have received payoff letters and releases with respect to the Existing Credit Agreement to the extent reasonably required by the Administrative Agentform of Exhibit I; and
(sxvi) a certificate, confirming that the Administrative Agent shall conditions set forth in Section 4.2(a) and (b) below have received been satisfied. 739016937 20664705
(xvii) a fully executed Beneficial Ownership Certification; and
(xviii) such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.
(b) The capital and organizational structure of Borrower and its Subsidiaries shall be satisfactory to Administrative Agent, the Lenders, and the L/C Issuer.
(c) Administrative Agent shall have received the initial fees called for by the Loan Documents, together with all other fees, costs and expenses required to be paid by Borrower at or before closing.
(d) Administrative Agent and its counsel shall have completed all legal, tax and regulatory due diligence, including without limitation all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (AssetMark Financial Holdings, Inc.)
Initial Credit Event. Before or concurrently with The obligation of each Lender and the L/C Issuer to participate in the initial Credit Event on hereunder is subject to satisfaction or waiver by the Closing Dateapplicable party of the following conditions precedent:
(a) the Administrative Agent shall have received each of the following, in each case (x) duly executed by all applicable parties, (y) dated a date satisfactory to Administrative Agent, and (z) in form and substance satisfactory to Administrative Agent:
(i) this Agreement duly executed by the Loan PartiesBorrowers, the L/C IssuerGuarantors, and the Lenders;
(bii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borr▇▇▇▇ ▇ated relevant Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.102.11;
(ciii) the Administrative Agent shall have received the U.S. Security Agreement duly executed by the relevant U.S. Loan Parties Parties, the Canadian Guarantee Agreement and the Canadian Security Agreement duly executed by the Canadian Loan Parties, together with (i) to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares equity interests in each Subsidiary (limited in the case of capital stock or any first tier Foreign Subsidiary of U.S. Borrower to 66% of the Voting Stock and 100% of any other equity interests held by U.S. Borrower as provided in the Guarantors and each Subsidiary Section 6.12) as of the Borrower (if any) that is a Guarantor Closing Date, (ii) stock powers and voting proxies for the Collateral consisting of the equity interest in each Subsidiary executed in blank and undated with respect to the foregoing stock certificatesundated, (iii) UCC financing statements to be filed against each U.S. Loan Party and PPSA financing statements to be filed against each Canadian Loan Party, as debtorsdebtor, in favor of the Administrative Agent, as secured partySecured Party, (iv) Collateral Access Agreements to the extent requested by Administrative Agent; (v) patent, trademark, and copyright collateral agreements agreements, in form and substance satisfactory to Administrative Agent, to the extent requested by the Administrative Agent, and (vvi) a duly completed and executed Perfection Certificate;
(div) the Administrative Agent shall have received evidence of insurance (includingrequired to be maintained under the Loan Documents, without limitationnaming Administrative Agent as mortgagee/lender’s loss payee and as an additional insured, environmental liability insurance) in form and substance reasonably satisfactory to the Administrative Agentas applicable;
(ev) the Administrative Agent shall have received copies of each Loan Party’s articles of incorporation (certified to as of a recent date by the office of the secretary of the state of such Loan Party’s incorporation or organization) and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or comparable Responsible Officer);
(fvi) the Administrative Agent shall have received copies of resolutions of each Loan Party’s board Board of directors 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 each Loan Party’s behalf, all certified in each instance by an authorized officerits Secretary or Assistant Secretary (or comparable Responsible Officer);
(gvii) the Administrative Agent shall have received copies of the certificates of good standing for each Loan Party (dated no earlier than 30 days prior to the date hereof, or such other date as the Administrative Agent may agree to in its discretion) 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;
(hviii) the Administrative Agent shall have received a list of the each Borrower’s Authorized Representatives;
(iix) the Administrative Agent shall have received a certificate as to each Borrower’s Designated Disbursement Account;
(x) the initial fees called for by Section 3.12.12;
(jxi) Administrative Agent shall have received a true and correct copy of the Combination Agreements (including all amendments thereto and schedules and exhibits relating thereto), which shall be in form and substance reasonably satisfactory to Administrative Agent, and (i) the capitalacquisition of the relevant Loan Parties and their assets, management as applicable, pursuant to the Combination Agreements has closed or is concurrently closing with the initial Credit Event without the waiver by Borrowers of any material conditions thereto; (ii) the acquisition of the relevant Loan Parties and organizational structure their assets, as applicable, pursuant to the Combination Agreements have been approved by the directors of Borrowers and by the directors and, if required, shareholders of the other Loan Parties and sellers under the Combination Agreements, (iii) all necessary legal and regulatory approvals with respect to the acquisition shall have been obtained; (iv) there is no injunction, temporary restraining order, or other legal action in effect which would prohibit the closing of the acquisition of the relevant Loan Parties and their assets, as applicable, pursuant to the Combination Agreements or the closing and funding of the initial Credit Event hereunder;
(xii) such evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Loan Parties and their Subsidiaries, and the lack of material contingent liabilities of the Loan Parties and their Subsidiaries, including: (a) a certificate from a Responsible Officer of the U.S. Borrower certifying that (i) the initial public offering of U.S. Borrower’s common stock has been consummated and it is in receipt of not less than U.S. $81,000,000 of cash proceeds from such issuance, (ii) Borrowers’ acquisition of the other Loan Parties and their assets as described in the Combination Agreements has been consummated in accordance with the terms thereof, (iii) no Loan Party is an Affiliate of Administrative Agent or any Lender as of the Closing Date, (iv) since December 31, 2014, no Material Adverse Effect has occurred, and (v) the conditions set forth in Section 4.2 have been satisfied after giving effect to this Agreement and Credit Events (if any) occurring on the Closing Date, (b) a Borrowing Base Certificate containing calculations of the U.S. Borrowing Base and Canadian Borrowing Base as of December 31, 2014, and showing, among other things, U.S. Excess Availability of at least U.S. $3,000,000 after giving effect to the initial Credit Event, provided accounts payable of the Loan Parties and their Subsidiaries shall be are at historically normal levels reasonably acceptable to the Administrative Agent, (c) evidence satisfactory to the Administrative Agent in the form of a pro forma covenant compliance certificate showing that Borrowers’ EBITDA for the most recently-ended twelve months (“TTM”) through December 31, 2014, is at least $12,000,000, and that Borrowers’ Total Leverage Ratio is less than 1.75 to 1.0, each calculated based on TTM EBITDA prior to the Closing Date and Indebtedness outstanding on the Closing Date after giving effect to the initial Credit Event (if any) hereunder, (d) receipt of a true and correct copy of the IPO Registration Statement and all amendments and supplements thereto, and (e) five-year projected financial statements for Borrowers and their Subsidiaries, together with a closing balance sheet of Borrowers and their Subsidiaries adjusted to give effect to the transactions contemplated by the Combination Agreements and this Agreement and the Lenders;
(k) the Administrative Agent shall have received evidence of completion of due diligence with respect to each Loan Party, including satisfaction of the Administrative Agent’s business due diligence list form and confirmatory third-party due diligence, each reasonably satisfactory substance acceptable to the Administrative Agent;
(lxiii) the Administrative Agent shall have received satisfactory results from such due diligence as the Administrative Agent may reasonably request UCC and PPSA financing statement and, with respect to each material licensethe U.S. Loan Parties, permit or approval and all material contracts, in each case, requested by the Administrative Agent, and shall have received true and correct copies of each such material license, permit, approval requested by the Administrative Agent;
(m) the Administrative Agent shall have received satisfactory results from such environmental due diligence as the Administrative Agent may reasonably request, including, if reasonably requested by Administrative Agent, receipt of environmental liability insurance in form and substance reasonably satisfactory to the Administrative Agent;
(n) the Administrative Agent shall have received financing statement, tax, tax and judgment lien search results against the Property of each Loan Party and evidencing the absence of Liens on its Property except as permitted by Section 7.2;
(xiv) pay off and lien release letters from secured creditors of each Loan Party setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the extent reasonably required by account of any such Loan Party) and containing an undertaking to cause to be delivered to Administrative Agent UCC/PPSA termination statements and any other lien release instruments necessary to release their Liens on the assets of such Loan Parties, which pay off and lien release letters shall be in form and substance acceptable to Administrative Agent;
(oxv) the Administrative Agent shall have received the favorable written opinion of counsel to each U.S. Loan Party and the separate favorable written opinion of counsel to each Canadian Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent;
(p) (ixvi) each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 13.2411.19 and forms or other information required by the Administrative Agent or any Lender pursuant to any Canadian AML Legislation; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower and each other Loan Party, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sufficiently in advance of the Closing Date, any Lender that has requested, in a written notice to the Form W-8 Form for Canadian Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied);
(q) the Administrative Agent shall have received a certificate that the Loan Parties and their Subsidiaries on a consolidated basis are Solvent, certified as of the Closing Date by an authorized representative of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent;
(r) the Administrative Agent shall have received payoff letters and releases with respect to the Existing Credit Agreement to the extent reasonably required by the Administrative Agent; and
(sxvii) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.
(b) The capital and organizational structure of the Loan Parties and their Subsidiaries shall be satisfactory to Administrative Agent, the Lenders, and the L/C Issuer.
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