Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d), the Borrower shall have paid) each of the following: (a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (b) Copies, certified by the Secretary or Assistant Secretary of the Borrower of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a); (c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (d) The Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date. (e) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (f) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Walgreens Boots Alliance, Inc.), Term Loan Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d), the Borrower shall have paid) each of the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary or Assistant Secretary of the Borrower of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.;
(e) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 2 contracts
Sources: Backstop Bridge Term Loan Credit Agreement (Walgreens Boots Alliance, Inc.), Bridge Term Loan Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d4.01(f), the Borrower shall have paid) each of the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary, Assistant Secretary or Assistant Secretary General Counsel of the Borrower Borrower, of its the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary General Counsel of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower An officer’s certificate, substantially in the form of Exhibit F, dated as of the Effective Date, signed by an Authorized Officer of the Borrower, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have paid been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(e) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in form and substance reasonably acceptable to the Administrative Agent;
(f) All documented fees, costs and expenses due and payable to the Arranger or the Administrative Agent, for itself and on behalf of the Agents and Lenders (including pursuant to the LendersFee Letter), or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date; and
(g) At least three (3) Business Days prior to the Effective Date, the Borrower shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arranger or the Administrative Agent (including on behalf of any Lender) in writing at least ten (10) days prior to the Effective Date.
(eh) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.), Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d), the Borrower shall have paid) each of the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary or Assistant Secretary of the Borrower of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower shall have paid all feesfees (including the Upfront Fee), costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.;
(e) At least three (3) Business Days prior to the Effective Date, the Borrower shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arranger (including on behalf of any Lender) in writing at least ten (10) days prior to the Effective Date;
(f) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;; and
(fg) the Administrative Agent The Lenders shall have received a certificate from an Authorized Officer of favorable written opinion (addressed to the Borrower, Administrative Agent and the Lenders and dated as of the Effective Date) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP reasonably acceptable to the Arranger, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in each case in form and substance to be mutually agreed upon by the Bridge Credit Agreement). Arranger and the Borrower prior to the Effective Date; Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The amendment and restatement of the Existing Credit Agreement and the Lenders’ ' Commitments shall become effective hereunder on and as of the first date (the “"Amendment and Restatement Effective Date”") on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(dSection 4.01(f), the Borrower shall have paid) each of the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary, Assistant Corporate Secretary or Assistant Secretary General Counsel of the Borrower Borrower, of its the Borrower's by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary, Assistant Corporate Secretary or Assistant Secretary General Counsel of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower An officer's certificate, substantially in the form of Exhibit F, dated as of the Amendment and Restatement Effective Date, signed by an Authorized Officer of the Borrower, certifying that (x) on the Amendment and Restatement Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified by "materiality" or "Material Adverse Effect" or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Amendment and Restatement Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have paid been true and correct in all material respects (except to the extent such representations and warranties are qualified with "materiality" or "Material Adverse Effect" or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(e) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment and Restatement Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in form and substance reasonably acceptable to the Administrative Agent;
(f) All documented fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and Lenders (including pursuant to the LendersFee Letter), or its counsel on the Amendment and Restatement Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Amendment and Restatement Effective Date.;
(eg) At least three (3) Business Days prior to the Amendment and Restatement Effective Date, the Borrower shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Administrative Agent (including on behalf of any Lender) in writing at least ten (10) days prior to the Amendment and Restatement Effective Date; and
(h) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section Section 8.02, for purposes of determining compliance with the conditions specified in this Section Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment and Restatement Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower WBA has furnished to the Administrative Agent (or, in the case of Section 4.01(d4.01(h), the Borrower WBA shall have paid) each of the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary or Assistant Secretary of the Borrower of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.
(e) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(fb) Copies of the articles of incorporation of WBA, together with all amendments thereto, and a certificate of good standing for WBA, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(c) Copies, certified by the Secretary, Assistant Corporate Secretary or Chief Legal Officer of WBA, of WBA’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(b);
(d) An incumbency certificate, executed by the Secretary, Assistant Secretary or Chief Legal Officer of WBA, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of WBA authorized to sign the Loan Documents to which WBA is a party and to request Loans hereunder, upon which certificate the Administrative Agent and the Lenders shall have received a certificate from an Authorized Officer be entitled to rely until informed of any change in writing by WBA;
(e) An officer’s certificate, substantially in the Borrowerform of Exhibit F, dated as of the Effective Date, signed by an Authorized Officer of WBA, certifying that this Agreement constitutes a (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified by “Qualifying Term Loan Facilitymateriality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as defined of such earlier date;
(f) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as to matters of New York law, U.S. Federal law and certain aspects of Delaware law in form and substance reasonably acceptable to the Administrative Agent;
(g) The commitments under the 2022 18-Month Revolver and the 2023 364-Day Revolver shall have been, or substantially concurrently with the occurrence of the Effective Date shall be, terminated in their entirety and no advances or other obligations thereunder (other than contingent obligations as to which no claim has been asserted) shall remain outstanding;
(h) All documented fees, costs and expenses due and payable to the Lenders or the Administrative Agent, for itself and on behalf of the Lenders (including pursuant to the Fee Letter), or its counsel on the Effective Date and (in the Bridge Credit Agreement)case of legal fees and expenses) for which WBA has received an invoice at least three (3) Business Days prior to the Effective Date; and
(i) At least three (3) Business Days prior to the Effective Date, WBA shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arrangers or the Administrative Agent (including on behalf of any Lender) in writing at least ten (10) days prior to the Effective Date. Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto. The Lenders that are party to the 2022 18-Month Revolver, comprising the “Required Lenders” as defined in the 2022 18-Month Revolver, agree to waive any notice requirements for the prepayment of loans and termination of commitments under the 2022 18-Month Revolver. The Lenders that are party to the 2023 364-Day Revolver, comprising the “Required Lenders” as defined in the 2023 364-Day Revolver, agree to waive any notice requirements for the prepayment of loans and termination of commitments under the 2023 364-Day Revolver.
Appears in 1 contract
Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments and the obligations of the L/C Issuers to issue Letters of Credit shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower WBA has furnished to the Administrative Agent (or, in the case of Section 4.01(d4.01(viii), the Borrower WBA shall have paid) each of the following:
(ai) Copies of the articles of incorporation of the BorrowerWBA, together with all amendments thereto, and a certificate of good standing for the BorrowerWBA, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(bii) Copies, certified by the Secretary, Assistant Secretary or Assistant Secretary General Counsel of the Borrower WBA, of its WBA’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles Articles of incorporation provided pursuant to Section 4.01(a4.01(i);
(ciii) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary General Counsel of the BorrowerWBA, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower WBA authorized to sign the Loan Documents to which the Borrower WBA is a party and to request Revolving Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerWBA;
(div) The Borrower An officer’s certificate, substantially in the form of Exhibit G, dated as of the Effective Date, signed by an Authorized Officer of WBA, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article 5 are true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(v) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in form and substance reasonably acceptable to the Administrative Agent;
(vi) Each Note requested by any Lender pursuant to Section 2.13 executed by the applicable Borrower and payable to the order of each such requesting Lender;
(vii) Evidence satisfactory to the Administrative Agent that the Existing Credit Agreement has been, or shall simultaneously on the Effective Date be, terminated (except for those provisions that expressly survive the termination thereof) and all loans outstanding and other amounts owed to the lenders or agents thereunder shall have been, or simultaneously with the initial Advance hereunder will, be paid all in full;
(viii) All fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and Lenders (including pursuant to the LendersFee Letter), or its counsel on the Effective Date and (in the case of expenses) for which the Borrower WBA has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.;
(eix) From At least three (3) Business Days prior to the Effective Date, WBA shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arranger or a Lender in writing at least ten (10) days prior to the Effective Date; and
(x) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date date, which shall be no later than January 3, 2023 (the “Effective Date”) ), on which the Borrower Signing Date has occurred and WBA has furnished to the Administrative Agent (or, in the case of Section 4.01(dSection 4.02(f), the Borrower WBA shall have paid) each the following (it being understood that the Commitments of the following:Lenders shall never become effective if the Effective Date has not occurred on or before January 3, 2023):
(a) Copies of the articles of incorporation of the BorrowerWBA, together with all amendments thereto, and a certificate of good standing for the BorrowerWBA, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary, Assistant Corporate Secretary or Assistant Secretary Chief Legal Officer of the Borrower WBA, of its WBA’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a4.02(a);
(c) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary Chief Legal Officer of the BorrowerWBA, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower WBA authorized to sign the Loan Documents to which the Borrower WBA is a party and to request Loans hereunder, upon which certificate the Agents Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerWBA;
(d) The Borrower An officer’s certificate, substantially in the form of Exhibit F, dated as of the Effective Date, signed by an Authorized Officer of WBA, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have paid been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(e) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP as to matters of New York law, U.S. Federal law and certain aspects of Delaware law in form and substance reasonably acceptable to the Administrative Agent;
(f) All documented fees, costs and expenses due and payable to the Lenders or the Administrative Agent, for itself and on behalf of the Agents and Lenders (including pursuant to the LendersFee Letter), or its counsel on the Effective Date and (in the case of legal fees and expenses) for which the Borrower WBA has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.; and
(eg) From each party hereto either At least three (i3) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory Business Days prior to the Effective Date, WBA shall have provided the documentation and other information to the Administrative Agent (which may include telecopy that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arrangers or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer (including on behalf of the Borrower, dated as of any Lender) in writing at least ten (10) days prior to the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Delayed Draw Term Loan Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date date, which shall be no later than February 15, 2019 (the “Effective Date”) ), on which the Signing Date has occurred and the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d4.02(h), the Borrower shall have paid) each the following (it being understood that the Commitments of the following:Lenders shall never become effective if the Effective Date has not occurred on or before February 15, 2019):
(a) [Reserved];
(b) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(bc) Copies, certified by the Secretary, Assistant Secretary or Assistant Secretary General Counsel of the Borrower Borrower, of its the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a4.02(b);
(cd) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary General Counsel of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(de) The Borrower An officer’s certificate, substantially in the form of Exhibit F, dated as of the Effective Date, signed by an Authorized Officer of the Borrower, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(f) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in form and substance reasonably acceptable to the Administrative Agent;
(g) Evidence satisfactory to the Administrative Agent that the Existing Credit Agreements have been, or shall simultaneously on the Effective Date be, terminated (except for those provisions that expressly survive the termination thereof) and all loans outstanding and other amounts owed to the lenders or agents thereunder shall have been, or simultaneously with the occurrence of the Effective Date will, be paid all in full;
(h) All fees, costs and expenses due and payable to the Arrangers or the Administrative Agent, for itself and on behalf of the Agents and Lenders (including pursuant to the LendersFee Letter), or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.; and
(e) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or At least three (ii3) customary written evidence reasonably satisfactory Business Days prior to the Effective Date, the Borrower shall have provided the documentation and other information to the Administrative Agent (which may include telecopy that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arrangers or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer (including on behalf of the Borrower, dated as of any Lender) in writing at least ten (10) days prior to the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in . Simultaneously with the Bridge Credit Agreement). Without limiting the generality satisfaction of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified precedent set forth in this Section 4.014.02 and the effectiveness of the Lenders’ Commitments hereunder, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.(i) the
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d), the Borrower shall have paid) each of the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary or Assistant Secretary of the Borrower of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower shall have paid all feesfees (including the Commitment Fee), costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.;
(e) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) the Administrative Agent shall have received a counterpart of this Agreement from the Borrower;
(b) the Administrative Agent shall have received Notes executed by the Borrower has furnished in favor of each Lender requesting a Note at least five Business Days prior to the Effective Date;
(c) the Administrative Agent shall have received a counterpart of the Guarantee Agreement from each of the Guarantors as of the Effective Date;
(d) the Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing in the jurisdiction of organization of each Loan Party and the authorization of the Loan Documents by the Loan Parties party thereto and containing a certificate of a corporate secretary of each Loan Party with a list of Persons entitled to execute the Loan Documents to which such Loan Party is a party and provide notices, hereunder, in each case, on behalf of such Loan Party together with specimen signatures of such Persons, each in form and substance reasonably satisfactory to the Administrative Agent and its counsel;
(ore) the Administrative Agent shall have received, at least three business days prior to the Effective Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and the Canadian AML Acts requested in writing by the Administrative Agent or any Lender at least ten business days prior to the Effective Date, and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification; and
(f) the Company shall have paid, by wire transfer of immediately available funds, all reasonable and documented in reasonable detail costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable as previously agreed in the Commitment Letter and Fee Letter, in the case of Section 4.01(d), the Borrower shall have paid) each of the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary or Assistant Secretary of the Borrower of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower shall have paid all fees, costs and expenses due and payable out-of-pocket expenses, to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) extent invoiced at least three (3) Business Days prior to the Effective Date.
(e) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Bridge Credit Agreement (Constellation Brands, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d4.01(f) and (g), the Borrower shall have paid) each of the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary, Assistant Secretary or Assistant Secretary General Counsel of the Borrower Borrower, of its the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary General Counsel of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower An officer’s certificate, substantially in the form of Exhibit F, dated as of the Effective Date, signed by an Authorized Officer of the Borrower, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(e) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in form and substance reasonably acceptable to the Administrative Agent;
(f) Evidence satisfactory to the Administrative Agent that the Existing Term Loan Credit Agreement has been, or shall simultaneously on the Effective Date be, terminated (except for those provisions that expressly survive the termination thereof) and all loans outstanding and other amounts owed to the lenders or agents thereunder shall have been, or simultaneously with the occurrence of the Effective Date will, be paid all feesin full; it being understood and agreed that, for any Borrowing of Loans requested by the Borrower to be funded on the Effective Date, the Loans comprising such Borrowing shall be deemed to repay the loans outstanding under the Existing Term Loan Credit Agreement on a dollar-for-dollar basis (with the balance, if any, to be funded to the Borrower in accordance with the Borrowing Notice delivered in connection therewith) and that parties hereto agree that such deemed funding of the Loans on the Effective Date satisfy the requirements of Section 2.15 hereunder;
(g) All fees (including the Upfront Fee), costs and expenses due and payable to the Arranger or the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.;
(eh) At least three (3) Business Days prior to the Effective Date, the Borrower shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arranger (including on behalf of any Lender) in writing at least ten (10) days prior to the Effective Date; and
(i) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) . Sumitomo Mitsui Banking Corporation, being the Administrative Agent shall have received a certificate from an Authorized Officer of sole “Lender” party to the Borrower, dated as of Existing Term Loan Credit Agreement on the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” hereby waives any requirement of notice of prepayment of the Loans (as defined in the Bridge Existing Term Loan Credit Agreement)) pursuant to Section 2.07 thereof and waives any additional notice or other requirements that might apply to such prepayment to the extent necessary to give effect to Section 4.01(f) above. Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d4.01(f), the Borrower shall have paid) each of the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary, Assistant Secretary or Assistant Secretary General Counsel of the Borrower Borrower, of its the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary General Counsel of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower An officer’s certificate, substantially in the form of Exhibit F, dated as of the Effective Date, signed by an Authorized Officer of the Borrower, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have paid been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(e) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in form and substance reasonably acceptable to the Administrative Agent;
(f) All documented fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and Lenders (including pursuant to the LendersFee Letter), or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.;
(eg) At least three (3) Business Days prior to the Effective Date, the Borrower shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Administrative Agent (including on behalf of any Lender) in writing at least ten (10) days prior to the Effective Date; and
(h) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(dSection 4.01(f) and (g), the Borrower shall have paid) each of the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary, Assistant Secretary or Assistant Secretary General Counsel of the Borrower Borrower, of its the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary General Counsel of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower An officer’s certificate, substantially in the form of Exhibit F, dated as of the Effective Date, signed by an Authorized Officer of the Borrower, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(e) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in form and substance reasonably acceptable to the Administrative Agent;
(f) Evidence satisfactory to the Administrative Agent that the Existing Term Loan Credit Agreement has been, or shall simultaneously on the Effective Date be, terminated (except for those provisions that expressly survive the termination thereof) and all loans outstanding and other amounts owed to the lenders or agents thereunder shall have been, or simultaneously with the occurrence of the Effective Date will, be paid all feesin full; it being understood and agreed that, for any Borrowing of Loans requested by the Borrower to be funded on the Effective Date, the Loans comprising such Borrowing shall be deemed to repay the loans outstanding under the Existing Term Loan Credit Agreement on a dollar-for-dollar basis (with the balance, if any, to be funded to the Borrower in accordance with the Borrowing Notice delivered in connection therewith) and that parties hereto agree that such deemed funding of the Loans on the Effective Date satisfy the requirements of Section 2.15 hereunder;
(g) All fees (including the Upfront Fee), costs and expenses due and payable to the Arranger or the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.;
(eh) At least three (3) Business Days prior to the Effective Date, the Borrower shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arranger (including on behalf of any Lender) in writing at least ten (10) days prior to the Effective Date; and
(i) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) . Sumitomo Mitsui Banking Corporation, being the Administrative Agent shall have received a certificate from an Authorized Officer of sole “Lender” party to the Borrower, dated as of Existing Term Loan Credit Agreement on the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” hereby waives any requirement of notice of prepayment of the Loans (as defined in the Bridge Existing Term Loan Credit Agreement)) pursuant to Section 2.07 thereof and waives any additional notice or other requirements that might apply to such prepayment to the extent necessary to give effect to Section 4.01(f) above. Without limiting the generality of the provisions of Section Section 8.02, for purposes of determining compliance with the conditions specified in this Section Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower Walgreens has furnished to the Administrative Agent (or, in the case of Section 4.01(d4.01(x), the Borrower Walgreens shall have paid) each of the following:
(ai) Copies of the articles of incorporation of the Borrowereach of Walgreens and Walgreens Boots Alliance, together with all amendments thereto, and a certificate of good standing for the Borrowereach of Walgreens and Walgreens Boots Alliance, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(bii) Copies, certified by the Secretary or Assistant Secretary of the Borrower Walgreens and Walgreens Boots Alliance, as applicable, of its each of Walgreens’ and Walgreens Boots Alliance’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a4.01(i);
(ciii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrowereach of Walgreens and Walgreens Boots Alliance, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower each of Walgreens and Walgreens Boots Alliance authorized to sign the Loan Documents to which the Borrower Walgreens or Walgreens Boots Alliance, as applicable, is a party and to request Revolving Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerWalgreens or Walgreens Boots Alliance, as applicable;
(div) The Borrower An officer’s certificate, signed by an Authorized Officer of Walgreens, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article 5 are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have paid been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(v) A written opinion of Walgreens’ counsel (which may include internal counsel for Walgreens), in form and substance reasonably satisfactory to the Administrative Agent and addressed to the Lenders;
(vi) Each Note requested by any Lender pursuant to Section 2.13 executed by Walgreens and payable to the order of each such requesting Lender;
(vii) Written money transfer instructions, in substantially the form of Exhibit D, of each of Walgreens and Walgreens Boots Alliance, in each case, addressed to the Administrative Agent and signed by an Authorized Officer of Walgreens or Walgreens Boots Alliance, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested;
(viii) Reserved;
(ix) Reserved;
(x) All fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower Walgreens has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower Walgreens and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date);
(xi) at At least three (3) Business Days prior to the Effective Date., Walgreens shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by an Arranger or a Lender in writing at least ten (10) days prior to the Effective Date;
(exii) From Such other documents as any Lender or its counsel may have reasonably requested at least five (5) Business Days prior to the Effective Date; and
(xiii) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has Borrowers have furnished to the Administrative Agent (or, in the case of Section 4.01(d4.01(h), the Borrower WBA shall have paid) each of the following:
(a) Copies of the articles of incorporation of the BorrowerWBA, together with all amendments thereto, and a certificate of good standing for the BorrowerWBA, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by a director, of the certificate of incorporation and articles of association of the Designated Borrower and of its Board of Directors’ resolutions authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of association provided pursuant to this Section 4.01(b);
(c) Copies, certified by the Secretary, Assistant Corporate Secretary or Assistant Secretary General Counsel of the Borrower WBA, of its WBA’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(cd) An incumbency certificate, executed by (i) in the case of WBA, the Secretary, Assistant Corporate Secretary or Assistant Secretary General Counsel of WBA and (ii) in the case of the Designated Borrower, a director or such other individuals as authorized by the directors under the resolutions passed by the Board of Directors of the Designated Borrower, in each case, which shall identify by name and title and bear the signatures of the Authorized Officers of the applicable Borrower and any other officers or employees of the applicable Borrower authorized to sign the Loan Documents to which the applicable Borrower is a party and to request Loans hereunder, upon which certificate the Agents Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrower;
(de) The Borrower An officer’s certificate, substantially in the form of Exhibit F, dated as of the Effective Date, signed by an Authorized Officer of WBA, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have paid been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(f) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as to matters of New York law and certain aspects of Delaware law in form and substance reasonably acceptable to the Administrative Agent;
(g) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as to matters of English law in form and substance reasonably acceptable to the Administrative Agent;
(h) All documented fees, costs and expenses due and payable to the Arranger or the Administrative Agent, for itself and on behalf of the Agents and Lenders (including pursuant to the LendersFee Letter), or its counsel on the Effective Date and (in the case of expenses) for which the Borrower WBA has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.;
(ei) At least three (3) Business Days prior to the Effective Date, the Borrowers shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arranger or the Administrative Agent (including on behalf of any Lender) in writing at least ten (10) days prior to the Effective Date; and
(j) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d4.01(f), the Borrower shall have paid) each of the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary, Assistant Corporate Secretary or Assistant Secretary General Counsel of the Borrower Borrower, of its the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary General Counsel of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower An officer’s certificate, substantially in the form of Exhibit F, dated as of the Effective Date, signed by an Authorized Officer of the Borrower, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have paid been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(e) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in form and substance reasonably acceptable to the Administrative Agent;
(f) All documented fees, costs and expenses due and payable to the Lenders or the Administrative Agent, for itself and on behalf of the Agents and Lenders (including pursuant to the LendersFee Letter), or its counsel on the Effective Date and (in the case of legal fees and expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.;
(eg) At least three (3) Business Days prior to the Effective Date, the Borrower shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arrangers or the Administrative Agent (including on behalf of any Lender) in writing at least ten (10) days prior to the Effective Date; and
(h) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Delayed Draw Term Loan Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ ' Commitments shall become effective hereunder on and as of the first date (the “"Effective Date”") on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(dSection 4.01(f), the Borrower shall have paid) each of the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary, Assistant Corporate Secretary or Assistant Secretary General Counsel of the Borrower Borrower, of its the Borrower's by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary, Assistant Corporate Secretary or Assistant Secretary General Counsel of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower An officer's certificate, substantially in the form of Exhibit F, dated as of the Effective Date, signed by an Authorized Officer of the Borrower, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified by "materiality" or "Material Adverse Effect" or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have paid been true and correct in all material respects (except to the extent such representations and warranties are qualified with "materiality" or "Material Adverse Effect" or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(e) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in form and substance reasonably acceptable to the Administrative Agent;
(f) All documented fees, costs and expenses due and payable to the Arrangers or the Administrative Agent, for itself and on behalf of the Agents and Lenders (including pursuant to the LendersFee Letter), or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.;
(eg) At least three (3) Business Days prior to the Effective Date, the Borrower shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arrangers or the Administrative Agent (including on behalf of any Lender) in writing at least ten (10) days prior to the Effective Date; and
(h) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section Section 8.02, for purposes of determining compliance with the conditions specified in this Section Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower WBA has furnished to the Administrative Agent (or, in the case of Section 4.01(d4.01(i), the Borrower WBA shall have paid) each of the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary or Assistant Secretary of the Borrower of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.
(e) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(fb) Copies of the articles of incorporation of WBA, together with all amendments thereto, and a certificate of good standing for WBA, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(c) Copies, certified by the Secretary, Assistant Corporate Secretary or General Counsel of WBA, of WBA’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(b);
(d) An incumbency certificate, executed by the Secretary, Assistant Secretary or General Counsel of WBA, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of WBA authorized to sign the Loan Documents to which WBA is a party and to request Loans hereunder, upon which certificate the Administrative Agent and the Lenders shall have received a certificate from an Authorized Officer be entitled to rely until informed of any change in writing by WBA;
(e) An officer’s certificate, substantially in the Borrowerform of Exhibit F, dated as of the Effective Date, signed by an Authorized Officer of WBA, certifying that this Agreement constitutes a (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified by “Qualifying Term Loan Facilitymateriality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(f) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as to matters of New York law, U.S. Federal law and certain aspects of Delaware law in form and substance reasonably acceptable to the Administrative Agent;
(g) [reserved];
(h) Evidence reasonably satisfactory to the Administrative Agent:
(i) with respect to each existing credit agreement of WBA identified in Schedule 4.01(h), that the conditions set forth in Schedule 4.01(h) under the heading “Effective Date Commitment Termination Condition” have been, or shall simultaneously on the Effective Date be, satisfied; and
(ii) if all the Commitments (as defined in the Bridge Existing ▇▇▇▇▇ Fargo Credit Agreement) have not been, or shall not simultaneously on the Effective Date be, terminated, that the Maturity Date (as defined in the Existing ▇▇▇▇▇ Fargo Credit Agreement) shall not be after the Initial Maturity Date (as defined in the Existing ▇▇▇▇▇ Fargo Credit Agreement).
(i) All documented fees, costs and expenses due and payable to the Arrangers or the Administrative Agent, for itself and on behalf of the Lenders (including pursuant to the Fee Letter), or its counsel on the Effective Date and (in the case of legal fees and expenses) for which WBA has received an invoice at least three (3) Business Days prior to the Effective Date; and
(j) At least three (3) Business Days prior to the Effective Date, WBA shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arrangers or the Administrative Agent (including on behalf of any Lender) in writing at least ten (10) days prior to the Effective Date. Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments and the obligations of the L/C Issuers to issue Letters of Credit shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower Walgreens has furnished to the Administrative Agent (or, in the case of Section 4.01(d4.01(x), the Borrower Walgreens shall have paid) each of the following:
(ai) Copies of the articles of incorporation of the Borrowereach of Walgreens and Walgreens Boots Alliance, together with all amendments thereto, and a certificate of good standing for the Borrowereach of Walgreens and Walgreens Boots Alliance, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(bii) Copies, certified by the Secretary or Assistant Secretary of the Borrower Walgreens and Walgreens Boots Alliance, as applicable, of its each of Walgreens’ and Walgreens Boots Alliance’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a4.01(i);
(ciii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrowereach of Walgreens and Walgreens Boots Alliance, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower each of Walgreens and Walgreens Boots Alliance authorized to sign the Loan Documents to which the Borrower Walgreens or Walgreens Boots Alliance, as applicable, is a party and to request Revolving Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerWalgreens or Walgreens Boots Alliance, as applicable;
(div) The Borrower An officer’s certificate, signed by an Authorized Officer of Walgreens, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article 5 are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(v) A written opinion of Walgreens’ counsel (which may include internal counsel for Walgreens), in form and substance reasonably satisfactory to the Administrative Agent and addressed to the Lenders;
(vi) Each Note requested by any Lender pursuant to Section 2.13 executed by Walgreens and payable to the order of each such requesting Lender;
(vii) Written money transfer instructions, in substantially the form of Exhibit D, of each of Walgreens and Walgreens Boots Alliance, in each case, addressed to the Administrative Agent and signed by an Authorized Officer of Walgreens or Walgreens Boots Alliance, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested;
(viii) Evidence satisfactory to the Administrative Agent that the Existing Credit Agreements have been, or shall simultaneously on the Effective Date be, terminated (except for those provisions that expressly survive the termination thereof) and all loans outstanding and other amounts owed to the lenders or agents thereunder shall have been, or simultaneously with the initial Advance hereunder will, be paid all in full;
(ix) Reserved;
(x) All fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower Walgreens has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower Walgreens and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date);
(xi) at At least three (3) Business Days prior to the Effective Date., Walgreens shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arranger or a Lender in writing at least ten (10) days prior to the Effective Date;
(exii) From Such other documents as any Lender or its counsel may have reasonably requested at least five (5) Business Days prior to the Effective Date; and
(xiii) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower WBA has furnished to the Administrative Agent (or, in the case of Section 4.01(dSection 4.01(h), the Borrower WBA shall have paid) each of the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary or Assistant Secretary of the Borrower of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.
(e) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(fb) Copies of the articles of incorporation of WBA, together with all amendments thereto, and a certificate of good standing for WBA, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(c) Copies, certified by the Secretary, Assistant Corporate Secretary or Chief Legal Officer of WBA, of WBA’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(b);
(d) An incumbency certificate, executed by the Secretary, Assistant Secretary or Chief Legal Officer of WBA, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of WBA authorized to sign the Loan Documents to which WBA is a party and to request Loans hereunder, upon which certificate the Administrative Agent and the Lenders shall have received a certificate from an Authorized Officer be entitled to rely until informed of any change in writing by WBA;
(e) An officer’s certificate, substantially in the Borrowerform of Exhibit F, dated as of the Effective Date, signed by an Authorized Officer of WBA, certifying that this (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(f) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as to matters of New York law, U.S. Federal law and certain aspects of Delaware law in form and substance reasonably acceptable to the Administrative Agent;
(g) The commitments under the Existing Credit Agreement constitutes a “Qualifying Term Loan Facility” and the 2018 Revolver shall have been, or substantially concurrently with the occurrence of the Effective Date shall be, terminated in their entirety and no advances or other obligations thereunder (other than contingent obligations as defined to which no claim has been asserted) shall remain outstanding;
(h) All documented fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Lenders (including pursuant to the Fee Letter), or its counsel on the Effective Date and (in the Bridge Credit Agreement)case of legal fees and expenses) for which WBA has received an invoice at least three (3) Business Days prior to the Effective Date; and
(i) At least three (3) Business Days prior to the Effective Date, WBA shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arrangers or the Administrative Agent (including on behalf of any Lender) in writing at least ten (10) days prior to the Effective Date.
(j) Substantially concurrently with the occurrence of the Effective Date, the New Five-Year Revolver will become effective. Without limiting the generality of the provisions of Section Section 8.02, for purposes of determining compliance with the conditions specified in this Section Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto. The Lenders that are party to the Existing Credit Agreement, comprising the “Required Lenders” as defined in the Existing Credit Agreement, agree to waive any notice requirements for the prepayment of loans and termination of commitments under the Existing Credit Agreement.
Appears in 1 contract
Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments and the obligations of the L/C Issuers to issue Letters of Credit shall not become effective hereunder on unless (a) the representations and warranties contained in Article 5 (including, without limitation, Sections 5.05 and 5.07) are true and correct as of the first such date and (the “Effective Date”b) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d4.01(b)(xi), the Borrower shall have paid) each of the following:
(ai) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrowerstanding, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(bii) Copies, certified by the Secretary or Assistant Secretary of the Borrower Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its the Borrower’s articles of incorporation provided pursuant to Section 4.01(a4.01(b)(i);
(ciii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower it is a party and to request Revolving Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(div) An opening compliance certificate in substantially the form of Exhibit B, signed by an Authorized Officer of the Borrower, showing the calculations necessary to determine compliance with Sections 6.09, 6.11 and 6.12 of this Agreement on the Closing Date and stating that on the Closing Date no Default or Unmatured Default has occurred and is continuing;
(v) An officer’s certificate of the Borrower certifying the representations and warranties contained in Article 5 are true and correct in all respects as of the Closing Date;
(vi) A written opinion of the Borrower’s counsel (which may include internal counsel for the Borrower), in form and substance satisfactory to the Administrative Agent and addressed to the Lenders;
(vii) Each Note requested by any Lender pursuant to Section 2.13 payable to the order of each such requesting Lender;
(viii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested;
(ix) Evidence satisfactory to the Administrative Agent that the Existing Credit Agreement has been, or shall simultaneously on the Closing Date be, terminated (except for those provisions that expressly survive the termination thereof) and all loans outstanding and other amounts owed to the lenders or agents thereunder shall have been, or simultaneously with the initial Advance hereunder will, be paid in full;
(x) The Borrower shall have paid all Amendment Agreement duly executed and delivered by the parties thereto;
(xi) All fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Closing Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Closing Date);
(xii) At least five (5) days prior to the Closing Date, the Borrower shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arranger or a Lender in writing at least three ten (310) days prior to the Closing Date; and
(xiii) Such other documents as any Lender or its counsel may have reasonably requested at least five (5) Business Days prior to the Effective Closing Date.
(e) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Closing Date specifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Walgreen Co)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d4.01(f), the Borrower shall have paid) each of the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary, Assistant Corporate Secretary or Assistant Secretary General Counsel of the Borrower Borrower, of its the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary, Assistant Corporate Secretary or Assistant Secretary General Counsel of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower An officer’s certificate, substantially in the form of Exhibit F, dated as of the Effective Date, signed by an Authorized Officer of the Borrower, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have paid been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(e) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in form and substance reasonably acceptable to the Administrative Agent;
(f) All documented fees, costs and expenses due and payable to the Arranger or the Administrative Agent, for itself and on behalf of the Agents and Lenders (including pursuant to the LendersFee Letter), or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date; and
(g) At least three (3) Business Days prior to the Effective Date, the Borrower shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arranger or the Administrative Agent (including on behalf of any Lender) in writing at least ten (10) days prior to the Effective Date.
(eh) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d4.01(x), the Borrower shall have paid) each of the following:
(ai) Copies of the articles Articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(bii) Copies, certified by the Secretary or Assistant Secretary of the Borrower Borrower, of its the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles Articles of incorporation provided pursuant to Section 4.01(a4.01(i);
(ciii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Revolving Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(div) The Borrower shall have paid all feesAn officer’s certificate, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.
(e) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from by an Authorized Officer of the Borrower, dated certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article 5 are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, certifying that this Agreement constitutes a except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “Qualifying Term Loan Facilitymateriality” (as defined or “Material Adverse Effect” or similar terms, in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement which case such representations and warranties shall be deemed true and correct in all respects) on and as of such earlier date;
(v) A favorable written opinion (addressed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior and the Lenders and dated the Effective Date) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP reasonably acceptable to the proposed Effective Date specifying its objection thereto.Administrative Agent;
(vi) Each Note requested by any Lender pursuant to Section 2.13 executed by the Borrower and payable to the order of each such requesting Lender;
(vii) Reserved;
Appears in 1 contract
Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d), the Borrower shall have paid) each of the following:following conditions is satisfied (or waived in accordance with Section 9.02):
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary or Assistant Secretary of the Borrower of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.
(e) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate counterpart of this Agreement from an Authorized Officer the Borrower;
(b) the Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender requesting a Note at least five Business Days prior to the Effective Date;
(c) the Administrative Agent shall have received a counterpart of the Borrower, dated Guarantee Agreement from each of the Guarantors as of the Effective Date;
(d) the Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing in the jurisdiction of organization of each Loan Party and the authorization of the Loan Documents by the Loan Parties party thereto and containing a certificate of a corporate secretary of each Loan Party with a list of Persons entitled to execute the Loan Documents to which such Loan Party is a party and provide notices, hereunder, in each case, on behalf of such Loan Party together with specimen signatures of such Persons, each in form and substance reasonably satisfactory to the Administrative Agent and its counsel;
(e) the Administrative Agent shall have received, at least three business days prior to the Effective Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and the Canadian AML Acts requested in writing by the Administrative Agent or any Lender at least ten business days prior to the Effective Date, and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification;
(f) the Company shall have paid, by wire transfer of immediately available funds, all reasonable and documented in reasonable detail costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable as previously agreed in the Commitment Letter and Fee Letter, in the case of the costs and out-of-pocket expenses, to the extent invoiced at least three Business Days prior to the Effective Date; and
(g) the Arrangers shall have received a certificate of the Borrower certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit AgreementCommitment Letter). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Constellation Brands, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d), the Borrower shall have paid) each of the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary or Assistant Secretary of the Borrower of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower shall have paid all feesfees (including the Upfront Fee), costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.; and
(e) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d4.01(f), the Borrower shall have paid) each of the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary, Assistant Secretary or Assistant Secretary General Counsel of the Borrower Borrower, of its the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary General Counsel of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower An officer’s certificate, substantially in the form of Exhibit F, dated as of the Effective Date, signed by an Authorized Officer of the Borrower, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have paid been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(e) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in form and substance reasonably acceptable to the Administrative Agent;
(f) All fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.;
(eg) At least three (3) Business Days prior to the Effective Date, the Borrower shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Administrative Agent (including on behalf of any Lender) in writing at least ten (10) days prior to the Effective Date;
(h) A Borrowing Notice delivered in accordance with Section 2.08; and
(i) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d4.01(vii), the Borrower shall have paid) each of the following:
(ai) Copies of the articles Articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(bii) Copies, certified by the Secretary or Assistant Secretary of the Borrower Borrower, of its the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles Articles of incorporation provided pursuant to Section 4.01(a4.01(i);
(ciii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Revolving Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(div) The Borrower An officer’s certificate, substantially in the form attached hereto as Exhibit H, dated as of the Effective Date, signed by an Authorized Officer of the Borrower, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article 5 are true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have paid been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(v) A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP reasonably acceptable to the Administrative Agent;
(vi) Each Note requested by any Lender pursuant to Section 2.13 executed by the Borrower and payable to the order of each such requesting Lender;
(vii) All fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice at least three (3) Business Days prior to the Effective Date (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date);
(viii) at At least three (3) Business Days days prior to the Effective Date., the Borrower shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arrangers or a Lender in writing at least five (5) days prior to the Effective Date; and
(eix) From The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d), the Borrower shall have paid) each of the following:following conditions is satisfied (or waived in accordance with Section 9.02):
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary or Assistant Secretary of the Borrower of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.
(e) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate counterpart of this Agreement from an Authorized Officer the Borrower;
(b) the Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender requesting a Note at least five Business Days prior to the Effective Date;
(c) the Administrative Agent shall have received a counterpart of the Borrower, dated Guarantee Agreement from each of the Guarantors as of the Effective Date;
(d) the Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing in the jurisdiction of organization of each Loan Party and the authorization of the Loan Documents by the Loan Parties party thereto and containing a certificate of a corporate secretary of each Loan Party with a list of Persons entitled to execute the Loan Documents to which such Loan Party is a party and provide notices, hereunder, in each case, on behalf of such Loan Party together with specimen signatures of such Persons, each in form and substance reasonably satisfactory to the Administrative Agent and its counsel;
(e) the Administrative Agent shall have received, at least three business days prior to the Effective Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and the Canadian AML Acts requested in writing by the Administrative Agent or any Lender at least ten business days prior to the Effective Date, and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification;
(f) the Company shall have paid, by wire transfer of immediately available funds, all reasonable and documented in reasonable detail costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable as previously agreed in the Commitment Letter and Fee Letter, in the case of the costs and out-of-pocket expenses, to the extent invoiced at least three Business Days prior to the Effective Date; and
(g) the Arrangers shall have received a certificate of the Borrower certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit AgreementCommitment Letter). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Term Loan Restatement Agreement (Constellation Brands, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date date, which shall be no later than February 15, 2019 (the “Effective Date”) ), on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d4.02(g), the Borrower shall have paid) each the following (it being understood that the Commitments of the following:Lender shall never become effective if the Effective Date has not occurred on or before February 15, 2019):
(a) The Signing Date shall have occurred;
(b) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(bc) Copies, certified by the Secretary, Assistant Secretary or Assistant Secretary General Counsel of the Borrower Borrower, of its the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a4.02(b);
(cd) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary General Counsel of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(de) The Borrower An officer’s certificate, substantially in the form of Exhibit F, dated as of the Effective Date, signed by an Authorized Officer of the Borrower, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have paid been true and correct in all feesmaterial respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(f) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in form and substance reasonably acceptable to the Administrative Agent;
(g) All fees (including the Upfront Fee), costs and expenses due and payable to the Arranger or the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.;
(eh) From each party hereto either At least three (i3) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory Business Days prior to the Effective Date, the Borrower shall have provided the documentation and other information to the Administrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arranger (which may include telecopy or electronic transmission including on behalf of a signed signature page of this Agreementany Lender) that such party has signed a counterpart of this Agreement;
in writing at least ten (f10) the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated as of days prior to the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.014.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower Signing Date has occurred and WBA has furnished to the Administrative Agent (or, in the case of Section 4.01(d4.02(g), the Borrower WBA shall have paid) each the following (it being understood that the Commitments of the following:Lenders shall never become effective if the Effective Date has not occurred on or before December 31, 2023):
(a) Copies of the articles of incorporation of the BorrowerWBA, together with all amendments thereto, and a certificate of good standing for the BorrowerWBA, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary, Assistant Corporate Secretary or Assistant Secretary Chief Legal Officer of the Borrower WBA, of its WBA’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a4.02(a);
(c) An incumbency certificate, executed by the Secretary, Assistant Secretary or Assistant Secretary Chief Legal Officer of the BorrowerWBA, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower WBA authorized to sign the Loan Documents to which the Borrower WBA is a party and to request Loans hereunder, upon which certificate the Agents Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerWBA;
(d) The Borrower An officer’s certificate, substantially in the form of Exhibit F, dated as of the Effective Date, signed by an Authorized Officer of WBA, certifying that (x) on the Effective Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have paid been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date;
(e) Loans maturing on November 24, 2023 under the Existing DDTL Credit Agreement shall have been, or substantially concurrently with the occurrence of the Effective Date shall be, terminated, reduced or repaid by an aggregate amount of at least $1,000,000,000 since July 21, 2023;
(f) A written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as to matters of New York law, U.S. Federal law and certain aspects of Delaware law in form and substance reasonably acceptable to the Administrative Agent;
(g) All documented fees, costs and expenses due and payable to the Lenders or the Administrative Agent, for itself and on behalf of the Agents and Lenders (including pursuant to the LendersFee Letter), or its counsel on the Effective Date and (in the case of legal fees and expenses) for which the Borrower WBA has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date.; and
(eh) From each party hereto either At least three (i3) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory Business Days prior to the Effective Date, WBA shall have provided the documentation and other information to the Administrative Agent (which may include telecopy that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, to the extent such information was reasonably requested by the Arrangers or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(f) the Administrative Agent shall have received a certificate from an Authorized Officer (including on behalf of the Borrower, dated as of any Lender) in writing at least ten (10) days prior to the Effective Date, certifying that this Agreement constitutes a “Qualifying Term Loan Facility” (as defined in the Bridge Credit Agreement). Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.014.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Delayed Draw Term Loan Credit Agreement (Walgreens Boots Alliance, Inc.)