Initial Credit Event. Before or concurrently with the first Credit Event: (a) The Administrative Agent shall have received this Agreement duly executed by Borrower, each Guarantor, and each Lender; (b) The Administrative Agent shall have received for each Lender in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) Xxxx X. Xxxxxxxx, Esquire, Global General Counsel to the Borrower and Guarantors, (ii) Loyens & Loeff, Dutch counsel to the Borrower, (iii) Xxxxx & XxXxxxxx, English counsel to Xxxxx Lang LaSalle Limited, (iv) Xxxxx Lovells International LLP, German counsel to Xxxxx Lang LaSalle SE, and (v) the opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special Illinois counsel to the Borrower and Guarantors; (c) The Administrative Agent shall have received for each Lender copies of the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower; (d) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each Guarantor, certified in each instance by its secretary or an assistant secretary (or its equivalent);
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Initial Credit Event. Before or concurrently with the first Credit Event: (a) The Administrative Agent shall have received this Agreement duly executed by Borrower, each Guarantor, and each Lender; (b) The Administrative Agent shall have received for each Lender in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) Xxxx X. Xxxxxxxx, Esquire, Global General Counsel to the Borrower and Guarantors, (ii) Loyens & Loeff, Dutch counsel to the Borrower, (iii) Xxxxx & XxXxxxxx, English counsel to Xxxxx Lang LaSalle Limited, (iv) Xxxxx Lovells International LLP, German counsel to Xxxxx Lang LaSalle SE, and (v) the opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special Illinois counsel to the Borrower and Guarantors; (c) The Administrative Agent shall have received for each Lender copies of the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower; (d) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each Guarantor, certified in each instance by its secretary or an assistant secretary (or its equivalent);; (e) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of the Borrower’s and each Guarantor’s board of directors’ resolutions (or its equivalent) authorizing the execution of the Credit Documents to which it is a party; (f) The Administrative Agent shall have received certificates, executed by the
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Initial Credit Event. Before or concurrently with the first Credit Event: (a) The Administrative Agent shall have received this Agreement duly executed by Borrower, each Guarantor, and each Lender; (b) The Administrative Agent shall have received for each Lender in form and substance satisfactory to the Administrative Agent the favorable written opinion of (i) Xxxx X. Xxxxxxxx, Esquire, Global General Counsel to the Borrower and Guarantors, (ii) Loyens & Loeff, Dutch counsel to the Borrower, (iii) Xxxxx & XxXxxxxx, English counsel to Xxxxx Lang LaSalle Limited, (iv) Xxxxx Lovells International LLP, German counsel to Xxxxx Lang LaSalle SEGmbH, and (v) the opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special Illinois counsel to the Borrower and Guarantors; (c) The Administrative Agent shall have received for each Lender copies of the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower; (d) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each Guarantor, certified in each instance by its secretary or an assistant secretary (or its equivalent); (e) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of the Borrower’s and each Guarantor’s board of directors’ resolutions (or its equivalent) authorizing the execution of the Credit Documents to which it is a party; (f) The Administrative Agent shall have received certificates, executed by the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party; (g) The Administrative Agent shall have received copies of the certificates of good standing (to the extent relevant) for each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization; (h) The Administrative Agent shall have received to the extent requested by any Lender, such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.11(d) hereof; (i) The Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;
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Samples: Multicurrency Credit Agreement (Jones Lang Lasalle Inc)
Initial Credit Event. Before or concurrently with the first initial Credit Event: (a) The the Administrative Agent shall have received this Agreement duly executed by Borrower, each Guarantorthe Borrower and the Guarantors, and each Lenderthe Lenders; (b) The the Administrative Agent shall have received each Lender's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.11 hereof; (c) the Administrative Agent shall have received copies of the Borrower's and each Guarantor's articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (d) the Administrative Agent shall have received copies of resolutions of the Borrower's and each Guarantor'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 the Borrower's and each Guarantor's behalf, all certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received copies of the certificates of good standing for the Borrower and each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (f) the Administrative Agent shall have received 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 2.1 hereof; (h) the capital, tax and organizational structure of the Borrower and its Subsidiaries shall be satisfactory to the Administrative Agent and the Lenders; (i) each Lender shall have received the most recent audited and unaudited financial statements of the Borrower and Dataradio and shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries, including an opening compliance certificate showing pro forma compliance with the financial covenants set forth in Section 8.21 hereof calculated as if (i) the Dataradio Acquisition (and any borrowings in connection therewith) and (ii) the transfer of the capital stock of the Domestic Subsidiaries of Dataradio to the Borrower contemplated by Section 8.23 hereof had occurred on the first day of such period and using EBITDA for the Borrower for the 12 month period ending February 28, 2006 and for Dataradio and its Subsidiaries for the 12 month period ending January 31, 2006 and showing Net Worth as of the Closing Date of at least $155,000,000; (j) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of the Borrower and each Subsidiary are Dataradio and its Subsidiaries evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (k) the Administrative Agent shall have received pay-off and lien release letters in respect of the Existing Credit Agreement and from any other secured creditors holding Liens other than Permitted Liens, if any, of the Borrower and each Guarantor 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 the Borrower or any Guarantor) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrower and each Guarantor, which pay-off and lien release letters shall be in form and substance acceptable to the Administrative Agent; (l) the Administrative Agent shall have received a true, complete and correct copy of the Purchase Agreement and any amendments thereto which shows a purchase price of not more than Canadian $60,100,000 and which agreement is otherwise in form and substance satisfactory to the Administrative Agent; (m) except for the funding of the Term Loan and not more than $3,000,000 of the Revolving Credit, all conditions to the effectiveness of the Dataradio Acquisition shall have occurred without the waiver by the Borrower of any material conditions to its obligations under the Purchase Agreement; (n) there shall be no injunction, temporary restraining order or other legal action in effect which would prohibit the closing of the Dataradio Acquisition or the funding of the Term Loan; (o) the Administrative Agent shall have received, reviewed and approved all material form contracts, lease agreements, surety bonds and the three customer contracts representing the most revenue of Dataradio and its Subsidiaries; (p) the Administrative Agent shall have received for each Lender in the favorable written opinion of Gibson, Dunn & Crutcher LLP, special counsel to the Borrowex xxx eaxx Xuarxxxxx, xn form and substance satisfactory to the Administrative Agent; and (q) the Administrative Agent shall have received the favorable written opinion of Security Agreement duly executed by the Borrower and the Guarantors, together with (i) Xxxx X. Xxxxxxxx, Esquire, Global General Counsel to original stock certificates or other similar instruments or securities representing all of the Borrower issued and Guarantorsoutstanding shares of capital stock or other equity interests in each Domestic Subsidiary other than Immaterial Subsidiaries and 65% of such capital stock in the case of any Foreign Subsidiary as provided in Section 4.2 hereof (except for California Amptifier SARL) as of the Closing Date, (ii) Loyens & Loeff, Dutch counsel to stock powers for the BorrowerCollateral consisting of the stock or other equity interest in each Subsidiary executed in blank and undated, (iii) Xxxxx & XxXxxxxxUCC financing statements to be filed against the Borrower and each Guarantor, English counsel to Xxxxx Lang LaSalle Limitedas debtor, in favor of the Administrative Agent, as secured party, and (iv) Xxxxx Lovells International LLPpatent, German counsel to Xxxxx Lang LaSalle SEtrademark, and copyright collateral agreements to the extent requested by the Administrative Agent; (vr) the opinion Administrative Agent shall have received evidence of Skaddeninsurance required to be maintained under the Loan Documents, Arps, Slate, Xxxxxxx & Xxxx LLP, special Illinois counsel to naming the Borrower Administrative Agent as lender loss payee; and Guarantors; (cs) The the Administrative Agent shall have received for each Lender copies the account of the notarial deed of incorporation (including Lenders such other agreements, instruments, documents, certificates, and opinions as the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower; (d) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each Guarantor, certified in each instance by its secretary or an assistant secretary (or its equivalent);may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (CalAmp Corp.)
