Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each Subsidiary, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary. (b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each Subsidiary. (c) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the Closing Date. (d) The Notes, duly completed and executed. (e) The Security Instruments, including those described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary. (f) The opinions of the following special counsel to the Borrower and each Guarantor, each in form and substance satisfactory to the Agent: (i) Chamberlain, Hrdlicka, White, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [Louisiana counsel]
Appears in 1 contract
Sources: Subordinated Credit Agreement (Transcoastal Marine Services Inc)
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary MMR setting forth (i) resolutions of its the board of directors of MMR, as the sole member of the Borrower, with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Tranche A Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of MMR and the Borrower and of each Subsidiary (y) who are authorized to sign the Tranche A Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or limited liability company agreement of the Borrower, and (v) the certificate of incorporation and bylaws formation filed with the Delaware Secretary of the Borrower and of each SubsidiaryState, as amended, all certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from MMR or the Borrower to the contrary.
(b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiaryBorrower.
(c) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the Closing Date.
(d) The Tranche A Notes, duly completed and executed.
(e) The An opinion of Jones, Walker, Waechter, Poitevent, Carrere & ▇▇▇▇▇▇▇, L.L.P. counsel to the Borrower, substantially in the form of Exhibit D hereto.
(f) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof.
(g) Receipt by the Agent of the fees due and payable after the Closing Date as provided for in the Fee Letter.
(h) Receipt by the Agent of each of the Tranche A Security Instruments, including those described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(f) The opinions of the following special counsel to the Borrower , and each Guarantor, each otherwise in recordable form and substance satisfactory to the Agent:.
(i) Chamberlain, Hrdlicka, White, Will▇▇▇▇ & Mart▇▇ Receipt by the Agent of such title information as the Agent may require from attorneys satisfactory to the Agent setting forth the status of title to 100% of the value of the Hydrocarbon Interests included in the Borrowing Base.
(iij) [New York counsel] The Agent shall have been furnished with appropriate UCC search certificates reflecting no prior Liens.
(iiik) [Louisiana counsel]Receipt by the Agent of such other documents as the Agent or any Lender or special counsel to the Agent may reasonably request.
(l) The Borrower shall be in compliance with all covenants and agreements contained in Article VIII and Article IX (after giving effect to the requested Tranche A Loan).
(m) The Tranche B Loans shall be fully advanced and there shall be no availability for Tranche B Loans under the Aggregate Maximum Tranche B Credit Amounts (as defined in Annex I).
(n) No Default shall have occurred and be continuing under Annex I.
Appears in 1 contract
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the U.S. Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the U.S. Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the U.S. Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the U.S. Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the U.S. Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the U.S. Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which U.S. Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each SubsidiaryU.S. Borrower, certified on behalf of the U.S. Borrower as being true and complete. The U.S. Agent and the Lenders may conclusively rely on such certificate until the U.S. Agent receives notice in writing from the U.S. Borrower to the contrary.
(b) A certificate of the respective Secretary or an Assistant Secretary of each of the Canadian Borrowers setting forth (i) resolutions of its board of directors with respect to the authorization of such Canadian Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Canadian Borrower (y) who are authorized to sign the Loan Documents to which such Canadian Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws or partnership agreement, as applicable, of such Canadian Borrower certified on behalf of such Canadian Borrower as being true and complete. The Agents and the Lenders may conclusively rely on such certificate until they receive notice in writing from such Canadian Borrower to the contrary.
(c) Certificates of the appropriate state and Canadian agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiaryObligors.
(cd) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the Closing Datedate of the Initial Funding.
(de) The Notes, duly completed and executed.
(ef) The Security Instruments, including those described on Exhibit EGuaranty Agreement, duly completed and executed in sufficient number of counterparts for recording, if necessaryexecuted.
(fg) The opinions Opinions of the following special Mayor, Day, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., U.S. counsel to the Borrower Obligors, and each Guarantor▇▇▇▇, ▇▇▇ & Boers, Canadian counsel to the Obligors, each in form and substance satisfactory to the U.S. Agent:, as to such matters incident to the transactions herein contemplated as the U.S. Agent may reasonably request.
(h) A certificate of insurance coverage of the Obligors evidencing that the Obligors are carrying insurance in accordance with Section 7.19.
(i) Chamberlain, Hrdlicka, White, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [Louisiana counsel]The U.S. Agent shall have received environmental reports and conducted such due diligence relating to environmental matters such that the U.S. Agent and the Lenders are reasonably satisfied with the environmental condition of the Obligors' Oil and Gas Properties.
Appears in 1 contract
Sources: Credit Agreement (Petrocorp Inc)
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Administrative Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Administrative Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary Borrower, setting forth (i) resolutions of its board of directors with respect to the Borrower’s authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents Documents, to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers Responsible Officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of organization, incorporation and bylaws bylaws, as applicable, of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its or its general partner’s board of directors or managers, as applicable, with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of organization, incorporation and bylaws (or equivalent constituent documents) of such Guarantor, and its general partner, as applicable, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificates until they receive notice in writing from any Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiaryObligors.
(cd) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer of the Borrower and dated as of the Closing Datedate of the Initial Funding.
(de) The Notes, duly completed and executed.
(ef) The Security Instruments, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if as necessary.
(fg) The opinions An opinion of the following special Bond & ▇▇▇▇▇▇ LLP, counsel to the Borrower Obligors and each Guarantorfrom other local counsel acceptable to the Administrative Agent with respect to the due formation, authorization and existence of the Obligors and the enforceability of the Loan Documents and perfection of the Security Instruments under the laws of the states wherein the Oil and Gas Properties are located, each in form and substance satisfactory to the Administrative Agent:, as to such matters incident to the transactions herein contemplated as the Administrative Agent may reasonably request.
(ih) Chamberlain, Hrdlicka, White, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [Louisiana counsel]A certificate of insurance coverage of the Borrower and each Guarantor evidencing that the Borrower and each Guarantor are carrying insurance in accordance with Section 7.19
Appears in 1 contract
Sources: Credit Agreement (Georesources Inc)
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date CREDIT AGREEMENT and the receipt by the Agent of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of any Subsidiary that is a corporation or a limited liability company (an "LLC") or a general partner of a Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Subsidiary (y) who are authorized to sign the Loan Documents to which the Subsidiary is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws (and the Regulations if such Subsidiary is an LLC) of the Subsidiary, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until they receive notice in writing from the Subsidiary to the contrary.
(c) A certificate of each partner of each partnership that is a Subsidiary setting forth (i) resolutions of its partners with respect to the authorization of such Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the Persons of such Subsidiary (y) who are authorized to sign the Loan Documents to which such Subsidiary is a party and (z) who will, until replaced by another Person duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized Persons, and (iv) the partnership agreement of such Subsidiary, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until they receive notice in writing from the Borrower to the contrary. CREDIT AGREEMENT
(d) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower Borrower, Guarantor(s), and of each SubsidiarySubsidiaries.
(ce) A compliance certificate which shall be substantially in the form of Exhibit EXHIBIT C, duly and properly executed by a Responsible Officer and dated as of the Closing Datedate of the Initial Funding.
(df) The Notes, duly completed and executed.
(eg) The Security Instruments, including those described on Exhibit EEXHIBIT D, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(fh) The opinions An opinion of the following special ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., and Schully, Roberts, Slattery, Jaubert & Marino, PC and ▇▇▇▇▇ ▇▇▇▇▇, Attorney at Law, counsel to the Borrower and each Borrower, Guarantor, each and the Subsidiaries, in form and substance satisfactory to the Agent:, as to such matters incident to the transactions herein contemplated as the Agent may reasonably request, including, without limitation, the enforceability of the Mortgages and other Security Instruments and the validity, perfection, and priority of the liens created thereby.
(i) ChamberlainA certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19.
(j) Title information as the Agent may require from attorneys satisfactory to the Agent setting forth the status of title to at least eight-five percent (85%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(k) The Security Instruments and related financing statements covering the Mortgaged Property shall have been delivered to special counsel for the Agent for filing and recording in the appropriate offices to perfect the Liens and security interests created thereby in accordance with the requirements for perfection provided by the attorneys who have furnished the legal opinions called for in (h) above.
(l) Letters in Lieu executed by the Borrower or any Subsidiary, Hrdlickaas applicable, Whiteand a list of the purchasers of the Hydrocarbons of the Borrower or any Subsidiary produced from the Borrower's and any of its Subsidiaries' Oil and Gas Properties.
(m) The Agent shall have been furnished with appropriate UCC search certificates reflecting the filing of all financing statements required to perfect the Liens granted by the Security Instruments and reflecting no prior Liens.
(n) The organizational chart of Borrower and its Subsidiaries (unless there are no Subsidiaries).
(o) All consents in form and substance satisfactory to all Lenders and of all Persons required by the Lenders. CREDIT AGREEMENT
(p) [INTENTIONALLY DELETED.]
(q) Agent shall have received from the Borrower, Will▇▇▇▇ & Mart▇▇ reviewed, and be satisfied, in Agent's sole discretion, of the Borrower's and each Subsidiary's (i) existing corporate and partnership documents; (ii) [New York counsel] annual financial statements; (iii) [Louisiana counsel]most recent interim financial statements; (iv) valuation information of assets proposed by the Borrower to secure the Obligations; (v) all lien searches covering any and all of the Mortgaged Property; (vi) other material documents and agreements (including, without limitation, all: (1) Material Agreements listed on SCHEDULE 7.23, and (2) all other material documents and agreements as the Agent shall have requested); (vii) the legal, corporate, partnership, and capital structure of the Borrower and its Subsidiaries on the Closing Date and after giving effect to the transactions contemplated hereby; (viii) evidence satisfactory to Agent that prior to or concurrently with the closing, the Borrower shall have received gross cash proceeds from the Second Lien Notes to the Borrower of at least Twenty-Five Million Dollars ($25,000,000.00) (minus reasonable fees and expenses not to exceed Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) on terms and conditions satisfactory to the Agent, together with a intercreditor agreement executed by Agent, Borrower, and the Second Lien Noteholder containing terms and conditions satisfactory to Agent and satisfactory review and approval of all loan documents and instruments executed in connection with the Second Lien Notes; (ix) evidence satisfactory to Agent that prior to or concurrently with the closing, the Borrower shall have received gross cash proceeds from the Senior Unsecured Notes of at least One Hundred Thirty Million Dollars ($130,000,000.00) on terms and conditions satisfactory to the Agent and satisfactory review and approval by Agent of all loan documents and instruments executed in connection with the Senior Unsecured Notes; (x) evidence satisfactory to Agent that concurrent with the closing of this transaction, all Debt of Borrower and its Subsidiaries for borrowed money existing prior to closing, shall have been repaid and/or provided for except for purchase money indebtedness not to exceed $100,000.00 in the aggregate and insurance premium financing notes not to exceed $100,000.00 in the aggregate; and (xi) evidence satisfactory to Agent that all existing Hedging Agreements executed by the Borrower and its Subsidiaries are acceptable to the Agent with counterparties acceptable to the Agent and have been provided to Agent for purposes of calculating the Borrowing Base.
(r) Such other documents, in form and substance reasonably satisfactory to Agent, as the Agent or any Lender or special counsel to the Agent may reasonably request, including, without limitation, (i) documentation of all environmental and title matters relating to all of the Borrower's Oil and Gas Properties including, without limitation, the Mortgaged Properties and (ii) all Material Agreements.
(s) A receipt from The Bank of New York for the funds to be deposited with The Bank of New York in connection with the redemption of the Existing Senior Subordinated Unsecured Notes, such funds to be in the amount specified in the Certificate described in subsection (t) below.
Appears in 1 contract
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Administrative Agent and the Lenders of all fees payable pursuant to the Fee Letters and/or Section 2.04 2.05 on or before the Closing Date and the receipt by the Agent Agents of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be reasonably satisfactory to the Administrative Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which the Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Agent Administrative Agent, the Collateral Agent, each Issuing Bank and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary.
(b) Certificates A certificate of the appropriate state agencies Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its Board of Directors with respect to the existenceauthorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, qualification and good standing of the Borrower and of each Subsidiary.
(c) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the Closing Date.
(d) The Notes, duly completed and executed.
(e) The Security Instruments, including those described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(f) The opinions of the following special counsel to the Borrower and each Guarantor, each in form and substance satisfactory to the Agent:
(i) Chamberlain, Hrdlicka, White, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) [Louisiana counsel]specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws, or other constitutive documents, of such Guarantor, certified as being true and complete. The Administrative Agent, the Collateral Agent, each Issuing Bank and the Lenders may conclusively rely on such certificate until they receive notice in writing from such Guarantor to the contrary.
Appears in 1 contract
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent Agents and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date or as otherwise agreed to in writing among the Obligors, the Agents and the Arranger and the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Administrative Agent in form and substance:
(a) A a certificate dated the Closing Date of the Secretary or an Assistant Secretary of each of the Borrower Obligors and Guarantors or the general partner of each Subsidiary such Person that is a partnership setting forth (i) resolutions of its board of directors (or applicable governing body) with respect to the authorization of the Borrower and of each Subsidiary such Person to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary such Person (y) who are authorized to sign the Loan Documents to which Borrower such Person is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the such authorized officers, and (iv) the articles or certificate Organizational Documents of incorporation and bylaws of the Borrower and of each Subsidiarysuch Person, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower such Person to the contrary.;
(b) Certificates certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower each Obligor and of each Subsidiary.Guarantor;
(c) A a compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the Closing Date.date of Initial Funding;
(d) The this Agreement and the Notes, duly completed and executed.;
(e) The the Security Instruments, including those described on Exhibit EE-1 (other than the Blocked Account Control Agreements and the Securities Account Control Agreements for Deposit Accounts or Securities Accounts with a depositary institution or Securities Intermediary other than JPMorgan or an Affiliate thereof), duly completed and executed in a sufficient number of counterparts for recording, if necessary. In connection with the execution and delivery of the Security Instruments, the Administrative Agent shall:
(i) be reasonably satisfied that the Security Instruments create (a) first and prior security interests in the issued and outstanding capital stock and other equity and ownership interests of all existing or hereafter created or acquired Domestic Subsidiaries of the Obligors and Guarantors (other than the Subsidiaries of EEX Reserves, and in the case of EEX Reserves only the rights to share in allocations and distributions on the outstanding ownership interests of EEX Reserves actually owned by the Obligors and Guarantors), as well as sixty-five percent (65%) of such issued and outstanding stock and other equity interests of all existing or hereafter created or acquired first-tier Foreign Subsidiaries (other than EEX Asahan Ltd.) of the Obligors and Guarantors, (b) first and prior mortgage liens and security interests (subject only to Excepted Liens identified in clauses (i) to (v), (vii), (viii), (xi) and (xii) of the definition thereof) covering all of the Borrower's and Guarantors' off-shore Oil and Gas Properties and all proved and probable reserves attributable to the Borrower's and Guarantors' onshore Oil and Gas Properties (other than Oil and Gas Properties outside the states of Texas and Louisiana not exceeding an aggregate amount of $500,000.00), and (c) first and prior security interests (subject to Excepted Liens) in the other material tangible and intangible assets of the Borrower and Guarantors, including, without limitation, the EEX Note and the Convertible Notes; provided, however, that in no event shall the aforementioned first and prior mortgage lien and security interest extend to the FPS or any Secured Notes repurchased by the Obligors;
(ii) be reasonably satisfied that the Security Instruments create security interests in any hedging obligations owing to the Lenders or their Affiliates permitted under this Agreement;
(iii) have received certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding capital stock or equivalent ownership interest of each of the Domestic Subsidiaries (other than the Subsidiaries of EEX Reserves and not less than 65% of all of the issued and outstanding capital stock or equivalent ownership interest of each first-tier Foreign Subsidiary (other than EEX Asahan Ltd.) which is directly owned by either an Obligor or a Domestic Subsidiary; and
(iv) have received fully executed Blocked Account Control Agreements and Securities Account Control Agreements in substantially the same form as Exhibit E-3 and E-4, as the case may be, for all Deposit Accounts and Securities Accounts, as applicable, that a Borrower and Guarantor holds with JPMorgan or an Affiliate thereof.
(f) The opinions an opinion addressed to each of the following special counsel to the Borrower Agents, Issuing Bank and each Guarantor, each in form and substance satisfactory to the Agent:
Lenders of (i) ChamberlainAkin, HrdlickaGump, WhiteStrauss, Will▇▇▇▇▇ & Mart▇▇ ▇▇▇, L.L.P., counsel to the Obligors, substantially in the form of Exhibit D-1 hereto, (ii) [New York counsel] ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Obligors, substantially in the form of Exhibit D-2 hereto, (iii) [local counsel in each of the following states: Texas, Louisiana counsel]and any other jurisdictions requested by the Administrative Agent, substantially in the forms of Exhibit D-3(a) and (b) hereto, and (iv) local counsel in the Cayman Islands, substantially in the form of Exhibit D-4 hereto;
(g) a certificate of insurance coverage of the Obligors evidencing that the Obligors are carrying insurance in accordance with Section 7.19;
(h) title information as the Administrative Agent may reasonably require satisfactory to the Administrative Agent setting forth the status of title to EEX's and each of its Subsidiaries' Oil and Gas Properties;
(i) evidence of the reasonably satisfactory environmental condition of EEX's and each of its Subsidiaries' Property;
(j) the Initial Reserve Report accompanied by a Reserve Report Certificate covering the matters described in Section 8.07(b);
(k) appropriate UCC search certificates reflecting no prior liens or security interests encumbering the Mortgaged Properties other than those being assigned or released on the Closing Date or Liens permitted by Section 9.03, for each of the following jurisdictions: Texas and Louisiana;
(i) an audited consolidated balance sheet as of December 31, 2001 and related consolidated statement of operations, shareholders' equity and cash flow for the year ended December 31, 2001 of EEX and its Consolidated Subsidiaries, setting forth in comparative form the figures for the previous fiscal year and accompanied by the related opinion of an independent public accountant of recognized national standing which opinion shall state that said consolidated financial statements present fairly in all material respects the consolidated financial condition and consolidated results of operations of EEX and its Consolidated Subsidiaries, in accordance with GAAP except for such changes in such principles with which the independent public accountant shall have concurred, (ii) an unaudited consolidating balance sheet as of December 31, 2001 and related consolidating statement of operations for the year ended December 31, 2001 of EEX and its Consolidated Subsidiaries and (iii) an unaudited unconsolidated balance sheet, statement of operations, shareholders' equity and cash flow for the year ended December 31, 2001 for each of the Borrower and EEX E&P, each of (i), (ii) and (iii) accompanied by a certificate from the Chief Financial Officer or Controller of EEX, which 42 certificate shall state that said financial statements present fairly in all material respects the financial condition and results of operations (and with regard to (ii) the consolidating financial condition and consolidating results of operations) of the Persons covered by each such financial statement, and as to the financial statements in (i) and (iii) in accordance with GAAP;
(m) a note made by EEX payable to the Borrower in an amount equal to the in tercompany loan made by the Borrower to EEX with the proceeds of the Loan from the Initial Funding (the "EEX Note") shall have been executed and delivered by EEX to the Borrower;
(n) evidence that the Obligors' and EEX E&P's proved reserves attributable to the Oil and Gas Property, based on the most recent Reserve Report, are not less that 375 Bcfe;
(o) evidence that EEX E&P has provided adequate notice of termination to ENA under the EEX E&P Guaranty of EEX E&P's guarantee of any hedging obligations other than the Enron ▇▇▇▇-to-Market Related ▇▇▇▇▇▇;
(p) evidence that the Borrower owns the Convertible Notes;
(q) evidence that EEX has made not less than a $100,000,000.00 prepayment on the Existing Senior Credit Facility; and
(r) such other documents as the Agents or special counsel to the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Eex Corp)
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance:
(a) A certificate Certificates of the Secretary or an Assistant Secretary of KOC and the Borrower and of each Subsidiary Parent setting forth (i) resolutions of its board the boards of directors with respect to the authorization of each of the Borrower and of each Subsidiary Borrowers to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of KOC and the Borrower and of each Subsidiary Parent (y) who are authorized to sign the Loan Documents to which a Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws or Partnership Agreement, as applicable, of the Borrower Borrowers, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificates until the Agent receives notice in writing from the Borrowers to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Subsidiaryof the Guarantors or the Guarantors' general partner, as applicable, setting forth (i) resolutions of its board of directors with respect to the authorization of each of the Guarantor's to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Guarantors or the Guarantors' general partner (y) who are authorized to sign the Loan Documents to which a Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws or Partnership Agreement, as applicable, of the Guarantors, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives they receive notice in writing from the Borrower Guarantor to the contrary.
(bc) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each Subsidiary.
(c) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the Closing DateObligors.
(d) The Notes, duly completed and executed.
(e) The Security Instruments, including those described on Exhibit EEXHIBIT D, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(f) The Favorable opinions of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, general counsel of Parent, and local counsel opinions for the following States of Alabama, Arkansas, Louisiana, New Mexico and Texas, in form and substance reasonably satisfactory to the Agent and the Lenders, as to such matters incident to the transactions herein contemplated as the Agent and the Lenders may reasonably require.
(g) A certificate of insurance coverage of the Borrowers evidencing that the Borrowers are carrying insurance in accordance with Section 7.19 hereof and certifying that such coverage is usual and customary for similar companies operating in the oil and gas business and complies with the requirements of the Loan Documents.
(h) The Security Instruments and accompanying financing statements covering the Mortgaged Property shall have been properly executed and delivered to the Agent for subsequent filing and recording, as applicable, in the appropriate offices to establish and perfect the Liens and security interests created thereby.
(i) The Agent shall have been furnished with appropriate UCC search certificates reflecting no prior liens or security interests except for liens being released with the proceeds of the Initial Funding or securing the Indebtedness.
(j) Confirmation satisfactory to the Agent that the SCANA Acquisition shall be concurrently consummated.
(k) The Contour Transaction shall have been consummated.
(l) Such other documents as the Agent or any Lender or special counsel to the Borrower and each Guarantor, each in form and substance satisfactory to the Agent:
(i) Chamberlain, Hrdlicka, White, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [Louisiana counsel]Agent may reasonably request.
Appears in 1 contract
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to to: (i) the receipt by the Agent and the Lenders Agents of all fees payable pursuant to Section 2.04 on or before the Closing Date otherwise payable under this Agreement, and (ii) the receipt by the Agent Agents of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent Agents in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documentsthe Loan Documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents Loan Documents and giving notices and other communications in connection with this Agreement Agreement, the other Loan Documents and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Agent Agents and the Lenders may conclusively rely on such certificate until the Agent receives Agents receive notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of QSRD and each Subsidiary Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Person to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in the Loan Documents, (ii) its officers (y) who are authorized to sign the Loan Documents to which it is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing Loan Documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Person, certified as being true and complete. The Agents and the Lenders may conclusively rely on such certificate until the Agents receive notice in writing from the Borrower to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of QSRD, the Borrower and of each SubsidiarySubsidiary Guarantor.
(cd) A compliance certificate which shall be substantially in the form of Exhibit CC-1, duly and properly executed by a Responsible Officer and dated as of the Closing Date.
(d) The Notes, duly completed and executeddate of the Initial Funding.
(e) The Security Instruments, including those Instruments described on Exhibit E, Schedule S-1 duly completed and executed in sufficient number of counterparts for recording, if necessary.
(f) The opinions Transfer Order Letters to the purchasers, the holders of the following special counsel working interests (with respect to payments due to the Borrower holders of net revenue, overriding royalty and similar Hydrocarbon Interests), paying agents or others responsible for the payment of the proceeds of Hydrocarbon production with respect to each GuarantorOil and Gas Property of the Borrower, in each case in form and substance satisfactory to the AgentAgents.
(g) The following opinions:
(i) Chamberlain, Hrdlicka, White, Willan opinion of Hayn▇▇ ▇▇▇ & MartBoon▇▇ , ▇.L.P., special counsel to the Borrower, in form and substance reasonably satisfactory to the Agents.
(ii) [an opinion of local counsel in each of the following jurisdictions: Louisiana, Oklahoma, Nevada, Kansas, Wyoming, Kentucky, (if available, and, if not, as a condition subsequent under Section 6.05), and New York counsel] Mexico, in each case in form and substance satisfactory to the Agents.
(iiih) [Louisiana counsel]A certificate of insurance coverage of QSRD evidencing that QSRD and its Subsidiaries are carrying insurance in accordance with Section 7.19 hereof.
(i) The Agents and the Lenders shall be reasonably satisfied with the status of title and the environmental condition of the Properties of the Borrower and the Subsidiary Guarantors.
Appears in 1 contract
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be reasonably satisfactory to the Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until they receive notice in writing from such Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiarySubsidiaries.
(cd) A compliance certificate which shall be substantially in the form of Exhibit EXHIBIT C, duly and properly executed by a Responsible Officer and dated as of the Closing Datedate of the Initial Funding.
(de) The Notes, duly completed and executed.
(ef) The Security Instruments, including those described on Exhibit EEXHIBIT D, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(fg) The opinions An opinion of Bracewell & Patterson, L.L.P., counsel to the Borrower, in form and ▇▇▇▇▇▇▇▇▇ sa▇▇▇▇▇▇▇▇▇y to the Agent, as to such matters incident to the transactions herein contemplated as the Agent may reasonably request.
(h) A certificate of insurance coverage of the following Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19.
(i) Pro forma balance sheet as of September 30, 1997.
(j) Repayment of at least $5,400,000 of the currently outstanding debt owed to NationsBank pursuant to that certain Amended and Restated Credit Agreement dated as of May 31, 1996, by and between NationsBank and the Borrower.
(k) Such other documents as the Agent or any Lender or special counsel to the Borrower and each Guarantor, each in form and substance satisfactory to the Agent:
(i) Chamberlain, Hrdlicka, White, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [Louisiana counsel]Agent may reasonably request.
Appears in 1 contract
Initial Funding. The obligation of the Lenders Lender to make the Initial Funding is subject to the its receipt by the Agent and the Lenders Lender of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent Lender of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent Lender in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Agent and the Lenders Lender may conclusively rely on such certificate until the Agent it receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Lender may conclusively rely on such certificate until it receives notice in writing from such Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiaryGuarantors.
(cd) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the Closing Datedate of the Initial Funding.
(de) The NotesNote, duly completed and executed.
(ef) The Security Instruments, including those Instruments described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(fg) The opinions An opinion of the following special counsel to the Borrower and each GuarantorMichener, each in form and substance satisfactory to the Agent:
(i) ChamberlainLarimore, HrdlickaSwindle, WhiteWhitaker, WillFlowers, Sawyer, ▇▇▇▇▇▇▇▇ & Mart▇▇ Chalk, L.L.P., special counsel to the Borrower, substantially in the form of Exhibit D hereto.
(iih) [New York counsel] A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19 hereof.
(iiii) [Louisiana counsel]Title information as the Lender may require from attorneys satisfactory to the Lender setting forth the status of title to at least eighty percent (80%) of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(j) List of purchasers of Hydrocarbons produced from the Borrower's Mortgaged Properties.
Appears in 1 contract
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Administrative Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Administrative Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary Borrower, setting forth (i) resolutions of its board of directors with respect to the Borrower’s authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents Documents, to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers Responsible Officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of organization, incorporation and bylaws bylaws, as applicable, of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its or its general partner’s board of directors or managers, as applicable, with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of organization, incorporation and bylaws (or equivalent constituent documents) of such Guarantor, and its general partner, as applicable, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificates until they receive notice in writing from any Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiaryObligors.
(cd) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer of the Borrower and dated as of the Closing Datedate of the Initial Funding.
(de) The Notes, duly completed and executed.
(ef) The Security Instruments, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if as necessary.
(fg) The opinions An opinion of the following special Bond & ▇▇▇▇▇▇ LLP, counsel to the Borrower Obligors and each Guarantorfrom other local counsel acceptable to the Administrative Agent with respect to the due formation, authorization and existence of the Obligors and the enforceability of the Loan Documents and perfection of the Security Instruments under the laws of the states wherein the Oil and Gas Properties are located and the consummation of the Purchase and Sale Agreement and the transfer of all interests of TIFD III-X LLC in AROC Energy to AROC O&G, each in form and substance satisfactory to the Administrative Agent:, as to such matters incident to the transactions herein contemplated as the Administrative Agent may reasonably request.
(ih) Chamberlain, Hrdlicka, White, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [Louisiana counsel]A certificate of insurance coverage of the Borrower and each Guarantor evidencing that the Borrower and each Guarantor are carrying insurance in accordance with Section 7.19
Appears in 1 contract
Sources: Credit Agreement (Georesources Inc)
Initial Funding. The obligation of the Lenders to amend and restate the Existing Credit Agreement to make the Initial Funding and of any Issuing Bank to issue any Letters of Credit hereunder is subject to the receipt by the Administrative Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Administrative Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws (or equivalent constituent documents) of such Guarantor, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificates until they receive notice in writing from any Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiaryObligors.
(cd) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the Closing Datedate of the Initial Funding.
(de) The Notes, duly completed and executed.
(ef) The Security Instruments, including those described on Exhibit ED, duly completed and executed by the respective parties thereto in sufficient number of counterparts for recording, if necessarynecessary including delivery of all original stock certificates, blank stock powers, and Intercompany Notes duly endorsed as required under such Security Instruments.
(fg) The opinions Review of the following special Obligors’ financial condition satisfactory to Lenders.
(h) An opinion of Ledgewood, counsel to the Borrower Obligors and each Guarantorfrom other local counsel acceptable to the Administrative Agent with respect to enforceability of the Security Instruments under the laws of the states wherein the Oil and Gas Properties are located, each in form and substance satisfactory to the Administrative Agent:, as to such matters incident to the transactions herein contemplated as the Administrative Agent may reasonably request including, without limitation, opinions as to the continued priority and perfection of the Existing Liens to secure the Obligations.
(i) ChamberlainA certificate of insurance coverage of the Borrower and each Guarantor evidencing that the Borrower and each Guarantor are carrying insurance in accordance with Section 7.20 and Section 8.03(b).
(j) Title information as the Administrative Agent may require setting forth the status of title acceptable to the Administrative Agent to at least 80% of the value of the Oil and Gas Properties of the Obligors, Hrdlickaincluding the Obligors’ pro rata interest in the Partnerships’ Oil and Gas Properties included in the Initial Reserve Report.
(k) The Administrative Agent shall have been furnished with appropriate UCC search certificates and other evidence satisfactory to the Administrative Agent with respect to Obligors’ and the Partnerships’ Oil and Gas Properties reflecting no prior Liens other than Excepted Liens.
(l) Environmental assessments and other reports to the extent maintained by Obligors covering Obligors’ and the Partnerships’ Oil and Gas Properties reporting on the current environmental condition of such Properties satisfactory to Lenders.
(m) All authorizations, Whiteapprovals or consents as may be necessary for the execution, Will▇▇▇▇ & Mart▇▇ delivery and performance by any Obligor under this Agreement.
(iin) [New York counsel] The Guaranty Agreements duly completed and executed by the Guarantors.
(iiio) [Louisiana counsel]Such other documents as the Administrative Agent or any Lender or special counsel to the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Atlas America Inc)
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance:: 38
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary.
(b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiaryBorrower.
(c) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the Closing Date.
(d) The Credit Agreement and the Notes, duly completed and executed.
(e) The Security Instruments, including those described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(f) The opinions of the following special counsel to the Borrower and each Guarantor, each in form and substance satisfactory to the Agent:
(i) Chamberlain, Hrdlicka, White, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [Louisiana counsel]
Appears in 1 contract
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be reasonably satisfactory to the Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until they receive notice in writing from such Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiarySubsidiaries.
(cd) A compliance certificate which shall be substantially in the form of Exhibit EXHIBIT C, duly and properly executed by a Responsible Officer and dated as of the Closing Date.
(d) The Notes, duly completed and executed.
(e) The Security Instruments, including those described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(f) The opinions date of the following special counsel to the Borrower and each Guarantor, each in form and substance satisfactory to the Agent:
(i) Chamberlain, Hrdlicka, White, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [Louisiana counsel]Initial Funding.
Appears in 1 contract
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the U.S. Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the U.S. Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the U.S. Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the U.S. Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the U.S. Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the U.S. Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which U.S. Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each SubsidiaryU.S. Borrower, certified on behalf of the U.S. Borrower as being true and complete. The U.S. Agent and the Lenders may conclusively rely on such certificate until the U.S. Agent receives notice in writing from the U.S. Borrower to the contrary.
(b) A certificate of the respective Secretary or an Assistant Secretary of each of the Canadian Borrowers setting forth (i) resolutions of its board of directors with respect to the authorization of such Canadian Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Canadian Borrower (y) who are authorized to sign the Loan Documents to which such Canadian Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws or partnership agreement, as applicable, of such Canadian Borrower certified on behalf of such Canadian Borrower as being true and complete. The Agents and the Lenders may conclusively rely on such certificate until they receive notice in writing from such Canadian Borrower to the contrary.
(c) Certificates of the appropriate state and Canadian agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiaryObligors.
(cd) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the Closing Date.
(d) The Notes, duly completed and executed.
(e) The Security Instruments, including those described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(f) The opinions date of the following special counsel to the Borrower and each Guarantor, each in form and substance satisfactory to the Agent:
(i) Chamberlain, Hrdlicka, White, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [Louisiana counsel]Initial Funding.
Appears in 1 contract
Sources: Credit Agreement (Petrocorp Inc)
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Administrative Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Administrative Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary Borrower’s general partner, SB Energy, setting forth (i) resolutions of its board of directors or managers, as applicable, with respect to the authorization of the Borrower and of each Subsidiary SB Energy to execute and deliver the Loan Documents on behalf of the Borrower and itself, to which it each is a party and to enter into the transactions contemplated in those documents, (ii) the officers Responsible Officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of organization, incorporation and bylaws bylaws, as applicable, of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its or its general partner’s board of directors or managers, as applicable, with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of organization, incorporation and bylaws (or equivalent constituent documents) of such Guarantor, and its general partner, as applicable, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificates until they receive notice in writing from any Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiaryObligors.
(cd) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer of the Borrower and dated as of the Closing Datedate of the Initial Funding.
(de) The Notes, duly completed and executed.
(ef) The Security Instruments, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if as necessary.
(fg) The opinions An opinion of the following special ▇▇▇▇▇▇▇▇ ▇▇▇▇, Esq., counsel to the Borrower Obligors and each Guarantorfrom other local counsel acceptable to the Administrative Agent with respect to the due formation, authorization and existence of the Obligors and the enforceability of the Loan Documents and perfection of the Security Instruments under the laws of the states wherein the Oil and Gas Properties are located, each in form and substance satisfactory to the Administrative Agent:, as to such matters incident to the transactions herein contemplated as the Administrative Agent may reasonably request.
(ih) Chamberlain, Hrdlicka, White, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [Louisiana counsel]A certificate of insurance coverage of the Borrower and each Guarantor evidencing that the Borrower and each Guarantor are carrying insurance in accordance with Section 7.19
Appears in 1 contract
Sources: Credit Agreement (Georesources Inc)
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificates until the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of the Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of the Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of each Subsidiarythe Guarantor (y) who are authorized to sign the Loan Documents to which Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Guarantor, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives they receive notice in writing from the Borrower Guarantor to the contrary.
(bc) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiaryGuarantor.
(cd) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the Closing Date.
(de) The Notes, duly completed and executed.
(ef) The Security Instrumentsother Loan Documents, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(fg) The opinions Opinions of the following special (i) ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.P., counsel to the Borrower and each Guarantor and (ii) Borrower's and the Guarantor's General Counsel, each in form and substance satisfactory to the Agent:, as to such matters incident to the transactions herein contemplated as the Agent may reasonably request.
(h) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19.
(i) ChamberlainConcurrent with the Initial Funding, Hrdlickathe Borrower shall have acquired from Amoco Production Company the Amoco Properties other than the Beaver Creek Unit (except for the Beaver Creek gas plant).
(j) Such other documents as the Agent or any Lender or special counsel to the Agent may reasonably request.
(k) All indebtedness and other obligations of the Borrower and its Subsidiaries under that certain Credit Agreement among the Borrower, WhiteBank One, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [Louisiana counsel]Texas, N.A., Bank of Montreal, Compass Bank-Houston and DenNorske Bank AS, dated as of March 31, 1995, shall have been paid and satisfied in full.
Appears in 1 contract
Sources: Credit Agreement (Howell Corp /De/)
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date or otherwise under this Agreement and the receipt by the Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower it is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Person who is a Guarantor as of the Closing Date setting forth (i) resolutions of its board of directors with respect to the
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each Subsidiary.
(c) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by Person who is a Responsible Officer and dated Guarantor as of the Closing DateDate and the Borrower.
(d) The NotesLoan Documents, duly completed and executed.
(e) The Security Instruments, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(f) The opinions An opinion of the following Andr▇▇▇ & ▇urt▇ ▇.▇.P., special counsel to the Parent Company and the Borrower and opinion of Oneb▇▇▇, ▇▇▇▇▇▇▇, ▇▇rian, Diaz, McNa▇▇▇▇ & ▇bel▇, ▇▇ecial Louisiana counsel to the Borrower, in each case in form and substance reasonably acceptable to the Agent.
(g) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19.
(h) The Agent shall be reasonably satisfied with both the environmental condition of the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries and the title of Borrower and its Restricted Subsidiaries to such Properties.
(i) The Security Instruments and accompanying financing statements covering the Mortgaged Property shall have been properly filed and recorded in the appropriate offices to establish and perfect the Liens and security interests created thereby on at least 85% of the value of the proven Oil and Gas Properties utilized in determining the Borrowing Base.
(j) The Agent shall have been furnished with appropriate UCC search certificates of the Parent Company and its Restricted Subsidiaries, including the Borrower, reflecting no Liens on any of their Properties except for such Liens permitted by Section 9.02.
(k) The Agent shall have received evidence of the agreement by CT Corporation System to act as agent for service of process in New York on behalf of the Borrower and each Guarantor, each in form and substance satisfactory to the Agent:.
(il) ChamberlainThe Parent Company and the Borrower have received all required consents that are, Hrdlickaor with reasonable certainty may be, White, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [Louisiana counsel]required for the consummation of Loan Documents and the transactions contemplated thereby.
Appears in 1 contract
Sources: Credit Agreement (Ocean Energy Inc)
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each Subsidiary, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary.
(b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each Subsidiary.
(c) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the Closing Date.
(d) The Notes, duly completed and executed.
(e) The Security Instruments, including those described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(f) The opinions of the following special counsel to the Borrower and each Guarantor, each in form and substance satisfactory to the Agent:
(i) Chamberlain, Hrdlicka, White, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [Louisiana counsel]
Appears in 1 contract
Sources: Senior Revolving Credit Agreement (Transcoastal Marine Services Inc)
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary.
(b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiaryBorrower.
(c) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the Closing Datedate of the Initial Funding.
(d) The Notes, duly completed and executed.
(e) The Security InstrumentsAn opinion of Jones, including those described on Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P. special counsel to the Borrower, substantially in the form of Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessaryD hereto.
(f) The opinions A certificate of insurance coverage of the following special counsel to Borrower evidencing that the Borrower and each Guarantor, each is carrying insurance in form and substance satisfactory to the Agent:
(i) Chamberlain, Hrdlicka, White, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [Louisiana counsel]accordance with Section 7.19 hereof.
Appears in 1 contract
Initial Funding. The obligation of the Lenders to make the Initial Funding is under this Agreement are subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate Charter Documents of incorporation and bylaws of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors, members, managers or other governing body, as applicable, with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the Charter Documents of such Guarantor, certified as being true and complete. Agent and the Lenders may conclusively rely on such certificate until Agent receives notice in writing from such Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiaryGuarantor.
(cd) A compliance certificate which shall be substantially in the form of Exhibit C, Compliance Certificate duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding and the Closing Date.
(d) The Notes, duly completed and executedFinancial Statements.
(e) The A certificate duly and properly executed by a Responsible Officer of Borrower, in form and substance satisfactory to Agent, attesting to the Solvency of the Loan Parties immediately after giving effect to the Transactions.
(f) This Agreement, the Notes, and the Security Instruments, Instruments (including those described on Exhibit ED), each duly completed and executed and, if applicable, in sufficient number of counterparts for recording, if necessary.
(fg) The (i) certificates representing Capital Securities pledged pursuant to the Pledge and Security Agreement, together with an undated transfer power for each such certificate executed in blank by the pledgor thereof and (ii) promissory notes (if any) pledged to Agent pursuant to the Pledge and Security Agreement, endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.
(h) Favorable opinions of the following special ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower and each Guarantorthe Guarantors, each Liskow & ▇▇▇▇▇, special Louisiana counsel to Borrower and the Guarantors, ▇▇▇▇▇▇▇▇ LLP, special Oklahoma counsel to Borrower and the Guarantors, ▇▇▇▇▇▇▇▇ LLP, special North Dakota counsel to Borrower and the Guarantors, and ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇ ▇▇, Esq., special Montana counsel to Borrower and the Guarantors, in form and substance satisfactory to Agent, as to such matters incident to the Agent:transactions herein contemplated as Agent may reasonably request.
(i) ChamberlainA certificate of insurance coverage of Borrower and the Guarantors evidencing that Borrower and the Guarantors are carrying insurance in accordance with Section 7.18.
(j) Letters-in-Lieu executed in blank by Borrower and the Guarantors.
(k) The Fee Letter, Hrdlickaduly executed.
(l) Agent shall have received all appropriate evidence required by Agent necessary to determine that Agent (for its benefit and the benefit of the Beneficiaries) shall have an Acceptable Security Interest in the Collateral, Whitesubject to proper recording thereof.
(m) Title information in form and substance reasonably acceptable to Agent covering enough of the Mortgaged Properties evaluated by the Reserve Report delivered on or prior to the Closing Date, Will▇▇▇▇ & Mart▇▇ so that Agent shall have received together with title information previously delivered to Agent, satisfactory title information on at least sixty percent (ii60%) [New York counsel] of the value of the Oil and Gas Properties evaluated in the most recent Reserve Report that are Proven Reserves.
(iiin) [Louisiana counsel]Agent shall be satisfied that all existing Debt of Borrower and its Subsidiaries (excluding Debt permitted pursuant to Section 9.01) shall be repaid in full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall be released, and Agent shall have received payoff letters evidencing such repayment, termination and release, and cancellations, terminations and releases releasing such security, all in form and substance satisfactory to Agent.
(o) Agent shall have received evidence, reasonably satisfactory to Agent, that the Borrower has consummated the acquisition of the equity interests in OVO, EF and Sabine pursuant to the Exchange Agreement.
(p) Agent shall be satisfied with the results of a recent search of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of Borrower and each Guarantor that is Collateral in all applicable jurisdictions.
(q) Agent shall be satisfied with the ownership, management, capital and corporate, organization, tax and legal structure of Borrower and the Guarantors.
(r) Within five (5) Business days prior to the Closing Date, Agent shall have received all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act.
(s) Such other documents as Agent or any Lender or special counsel to Agent may reasonably request.
Appears in 1 contract
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificates until they receive notice in writing from any Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiaryObligors.
(cd) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated --------- as of the Closing Date.
(d) The Notes, duly completed and executed.
(e) The Security Instruments, including those described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(f) The opinions date of the following special counsel to the Borrower and each Guarantor, each in form and substance satisfactory to the Agent:
(i) Chamberlain, Hrdlicka, White, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [Louisiana counsel]Initial Funding.
Appears in 1 contract
Sources: Credit Agreement (Aroc Inc)
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Administrative Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Administrative Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary Borrower, setting forth (i) resolutions of its board of directors with respect to the Borrower’s authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents Documents, to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers Responsible Officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of organization, incorporation and bylaws bylaws, as applicable, of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its or its general partner’s board of directors or managers, as applicable, with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of organization, incorporation and bylaws (or equivalent constituent documents) of such Guarantor, and its general partner, as applicable, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificates until they receive notice in writing from any Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiaryObligors.
(cd) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer of the Borrower and dated as of the Closing Datedate of the Initial Funding.
(de) The Notes, duly completed and executed.
(ef) The Security Instruments, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if as necessary.
(fg) The opinions An opinion of the following special Bond & ▇▇▇▇▇▇ LLP, counsel to the Borrower Obligors and each Guarantorfrom other local counsel acceptable to the Administrative Agent with respect to the due formation, each authorization and existence of the Obligors and the enforceability of the Loan Documents and perfection of the Security Instruments under the laws of the states wherein the Oil and Gas Properties are located in form and substance satisfactory to the Administrative Agent:, as to such matters incident to the transactions herein contemplated as the Administrative Agent may reasonably request.
(ih) Chamberlain, Hrdlicka, White, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [Louisiana counsel]A certificate of insurance coverage of the Borrower and each Guarantor evidencing that the Borrower and each Guarantor are carrying insurance in accordance with Section 7.19
Appears in 1 contract
Sources: Credit Agreement (Georesources Inc)
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Administrative Agent and the Lenders of all fees due and payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Administrative Agent of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Administrative Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each of the Guarantors setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until they receive notice in writing from such Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each Subsidiary.
(c) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the Closing DateGuarantors.
(d) The Notes, duly completed and executed.
(e) The Security Instruments, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(f) The opinions An opinion of the following special ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, counsel to the Borrower and each Guarantorthe Guarantors, each in form and substance satisfactory to the Agent:
(i) ChamberlainAdministrative Agent and its counsel, Hrdlickaas to such matters incident to the transactions herein contemplated as the Administrative Agent and its counsel may reasonably request. An opinion of Simon, WhitePeragrine, Will▇▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [▇▇▇▇▇▇▇, L.L.P., Louisiana counsel], and an opinion of Alabama counsel satisfactory to the Administrative Agent and its counsel, in form and substance satisfactory to the Administrative Agent and its counsel, as to such matters incident to the transactions herein contemplated as the Administrative Agent and its counsel may reasonably request including, without limitation, opinions that all mortgage taxes have been properly paid.
(g) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19.
(h) Title information satisfactory to the Administrative Agent setting forth a status of title acceptable to the Administrative Agent to at least 80% of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(i) Appropriate UCC search certificates reflecting no prior Liens other than those permitted pursuant to Section 9.02.
(j) Environmental assessment reports relating to the Oil and Gas Properties of the Borrower and the Subsidiaries as may be requested by the Administrative Agent, including environmental audits, phase I reports or other environmental reports of any nature whatsoever (whether prepared internally or by third party consultants); and the Administrative Agent must be satisfied with the results of the review of such reports and environmental condition of such Oil and Gas Properties.
(k) Letters in lieu, in form and substance satisfactory to the Administrative Agent, executed by the Borrower and each Subsidiary, as appropriate, to each of the purchasers of the Hydrocarbons of the Borrower and each such Guarantor produced from the Borrower's and such Guarantors' Mortgaged Oil and Gas Properties.
(l) Such other documents as the Administrative Agent or any Lender or special counsel to the Administrative Agent may reasonably request.
Appears in 1 contract
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of such Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Subsidiary (y) who are authorized to sign the Loan Documents to which such Subsidiary is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Subsidiary, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until they receive notice in writing from the Borrower to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiarySubsidiaries.
(cd) A compliance certificate which shall be Compliance Certificate dated as of the date of the Initial Funding substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and EXHIBIT C hereto.
(e) A Borrowing Base Certificate dated as of the Closing Datedate of the Initial Funding.
(df) The Notes, duly completed and executed.
(eg) The Security Instruments, including those described on Exhibit EEXHIBIT D, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(fh) The opinions An opinion of the following Andrews & Kurth L.L.P., special counsel to the Borrower and each Guarantorthe Subs▇▇▇▇▇▇▇s, each in form ▇▇ ▇▇rm and substance satisfactory to the Agent:, as to such matters incident to the transactions herein contemplated as the Agent may reasonably request.
(i) ChamberlainCompletion of an initial public offering by the Borrower of its common stock pursuant to the Registration Statement which results in no less than $35,000,000 cash proceeds (cash proceeds shall be net of underwriter's discounts and offering expenses including, Hrdlickawithout limitation, Whitelegal, Will▇▇▇▇ accounting, printing and listing fees) to the Borrower.
(j) The Agreements and Plans of Organization and other merger and/or acquisition documents pursuant to which the Borrower will acquire the Founding Companies shall have been received and found satisfactory to the Agent such approval not to be unreasonably withheld.
(k) Completion of the Borrower's acquisition of the Founding Companies as contemplated by the Registration Statement prior to or contemporaneously with the Initial Funding.
(l) Consolidated financial statements of the Founding Companies comprising the Borrower and the other Subsidiaries for the year ending December 31, 1996, and the nine (9) month period ending September 30, 1997, including balance sheets, statements of income and cash flow audited (except Capitol Bolt & Mart▇▇ Supply, Inc.) by independent public accountants of recognized national standing and prepared in accordance with GAAP.
(iim) [New York counsel] (iii) [Louisiana counsel]Evidence satisfactory to the Agent that the Borrower and each Subsidiary are carrying insurance in accordance with Section 7.19
Appears in 1 contract
Sources: Credit Agreement (Pentacon Inc)
Initial Funding. The obligation of the Lenders to make the Initial Funding and of any Issuing Bank to issue any Letters of Credit hereunder is subject to the receipt by the Administrative Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Administrative Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors sole member with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary or its sole member (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation formation and bylaws operating agreement of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the certificate of formation and operating agreement (or equivalent constituent documents) of such Guarantor, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificates until they receive notice in writing from any Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiaryObligors.
(cd) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the Closing Datedate of the Initial Funding.
(de) The Notes, duly completed and executed.
(ef) The Security Instruments, including those described on Exhibit ED, duly completed and executed by the respective parties thereto in sufficient number of counterparts for recording, if necessarynecessary including delivery of all original stock certificates, blank stock powers, and Intercompany Notes duly endorsed as required under such Security Instruments.
(fg) The opinions Review of the following special Obligors’ financial condition satisfactory to Lenders.
(h) An opinion of Ledgewood, counsel to the Borrower Obligors and each Guarantorfrom other local counsel acceptable to the Administrative Agent with respect to enforceability of the Security Instruments under the laws of the states wherein the Oil and Gas Properties are located, each in form and substance satisfactory to the Administrative Agent:, as to such matters incident to the transactions herein contemplated as the Administrative Agent may reasonably request.
(i) ChamberlainA certificate of insurance coverage of the Borrower and each Guarantor evidencing that the Borrower and each Guarantor are carrying insurance in accordance with Section 7.20 and Section 8.03(b).
(j) Title information as the Administrative Agent may require setting forth the status of title acceptable to the Administrative Agent to at least 80% of the value of the Oil and Gas Properties of the Obligors, Hrdlickaincluding the Obligors’ pro rata interest in the Partnerships’ Oil and Gas Properties included in the Initial Reserve Report.
(k) The Administrative Agent shall have been furnished with appropriate UCC search certificates and other evidence satisfactory to the Administrative Agent with respect to Obligors’ and the Partnerships’ Oil and Gas Properties reflecting no prior Liens other than Excepted Liens.
(l) Environmental assessments and other reports to the extent maintained by Obligors covering Obligors’ and the Partnerships’ Oil and Gas Properties reporting on the current environmental condition of such Properties satisfactory to Lenders.
(m) All authorizations, Whiteapprovals or consents as may be necessary for the execution, Will▇▇▇▇ & Mart▇▇ delivery and performance by any Obligor under this Agreement.
(iin) [New York counsel] The Guaranty Agreements duly completed and executed by the Guarantors.
(iiio) [Louisiana counsel]Consummation of the Initial Public Offering on or prior to January 31, 2007, on substantially the same terms as contained in the Registration Statement.
(A) The Borrower shall have received all governmental, shareholder and third party consents and approvals necessary to consummate the Initial Public Offering, which consents and approvals are in full force and effect, (B) no order, decree, judgment, ruling or injunction exists which restrains the consummation of the Initial Public Offering or the transactions contemplated by this Agreement, and (C) there is no pending, or to the knowledge of the Borrower, threatened, action, suit, investigation or proceeding which seeks to restrain or affect the Initial Public Offering, or which, if adversely determined, could materially and adversely affect the ability of AER to consummate the Initial Public Offering.
(q) Evidence that the AAI Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the AAI Credit Agreement have been, or concurrently with the Closing Date are being released.
(r) Such other assurances, certificates, documents, consents or opinions as the Administrative Agent or any Lender or special counsel to the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Revolving Credit Agreement (Atlas Resources Public #16-2007 (B) L.P.)
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary. Such certificate shall be accompanied by an incumbency certificate signed by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing such certificate.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until they receive notice in writing from such Guarantor to the contrary. Such certificate shall be accompanied by an incumbency certificate signed by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing such certificate.
(c) [Reserved.]
(d) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiaryGuarantor(s)/Subsidiaries.
(c) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the Closing Date.
(d) The Notes, duly completed and executed.
(e) The Security Instruments, including those described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(f) The opinions of the following special counsel to the Borrower and each Guarantor, each in form and substance satisfactory to the Agent:
(i) Chamberlain, Hrdlicka, White, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [Louisiana counsel]
Appears in 1 contract
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent on the Closing Date or any other date on or before the date of Initial Funding of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary General Partner setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary General Partner (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative representatives for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the General Partner and the Borrower and of each SubsidiaryPartnership Agreement, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of BMC setting forth (i) resolutions of its board of directors with respect to the authorization of the Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Guarantor (y) who are authorized to sign the Loan Documents to which Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representatives for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of BMC and the Guarantor Partnership Agreement, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until they receive notice in writing from the Guarantor to the contrary.
(c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing standing, as appropriate, of the Borrower Borrower, the Guarantor, the General Partner and of each SubsidiaryBMC.
(cd) A compliance certificate which shall be substantially in the form of Exhibit C, Compliance Certificate duly and properly executed by a Responsible Officer and dated as of the Closing Date.
(d) The Notes, duly completed and executed.
(e) The Security Instruments, including those described on Exhibit E, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(f) The opinions date of the following special counsel to the Borrower and each Guarantor, each in form and substance satisfactory to the Agent:
(i) Chamberlain, Hrdlicka, White, Will▇▇▇▇ & Mart▇▇ (ii) [New York counsel] (iii) [Louisiana counsel]Initial Funding.
Appears in 1 contract
Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance:
(a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower and of each SubsidiaryBorrower, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary.
(b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until they receive notice in writing from such Guarantor to the contrary.
(c) A certificate of the Secretary or an Assistant Secretary of any Subsidiary that is a corporation or a limited liability company (an "LLC") setting forth (i) resolutions of its board of directors with respect to the authorization of such Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Subsidiary (y) who are authorized to sign the Loan Documents to which such Subsidiary is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws (and the Regulations if such Subsidiary is an LLC) of the Subsidiary, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until they receive notice in writing from the Subsidiary to the contrary.
(d) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and of each SubsidiaryGuarantor(s)/Subsidiaries.
(ce) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the Closing Datedate of the Initial Funding.
(df) The Notes, duly completed and executed.
(eg) The Security Instruments, including those described on Exhibit ED, duly completed and executed in sufficient number of counterparts for recording, if necessary.
(fh) The opinions An opinion of the following special Akin Gump Strauss Hauer & Feld LLP, Texas counsel (and such other out ▇▇ ▇▇▇te ▇▇▇nse▇ ▇s Agent shall require) to the Borrower Borrower, its Subsidiaries and each Guarantor, each Guarantors in form and substance satisfactory to the Agent and its counsel, as to such matters incident to the transactions herein contemplated as the Agent and its counsel may request, including, without limitation, the enforceability of the Mortgages and other Security Instruments and the validity and means of perfection of the liens created thereby.
(i) A certificate of insurance coverage of the Borrower evidencing that the Borrower its Subsidiaries, and the Guarantors are carrying insurance in accordance with Section 7.19.
(j) Title information as the Agent may require (including, without limitation, title opinions) from attorneys satisfactory to the Agent setting forth the status of title to at least 80% of the value of the Oil and Gas Properties included in the Initial Reserve Report.
(k) The Security Instruments and related financing statements covering the Mortgaged Property shall have been properly filed and recorded in the appropriate offices to establish and perfect the Liens and security interests created thereby and the Agent shall have been advised in writing by the attorneys who have furnished the title opinions called for in (j) above that there has been no change in the status of title from that reflected in such opinions through the filing and recordation of such Security Instruments.
(l) Letters in Lieu executed by the Borrower, any of its Subsidiaries, and any Guarantor, as applicable, and a list of the purchasers of the Hydrocarbons of the Borrower, any of its Subsidiaries, and any Guarantor, produced from the Borrower's and any of its Subsidiaries' or Guarantors' Oil and Gas Properties.
(m) The Agent shall have been furnished with appropriate UCC search certificates reflecting the filing of all financing statements required to perfect the Liens granted by the Security Instruments and reflecting no prior Liens, except Excepted Liens or other Liens permitted by Section 9.02.
(n) The organizational chart of Borrower, its Subsidiaries, and the Guarantors.
(o) All consents in form and substance satisfactory to all Lenders and of all Persons required by the Lenders.
(p) Agent shall have received from the Borrower, each Guarantor, and each Subsidiary of Borrower, reviewed, and be satisfied, in Agent's sole discretion, of the Borrower, each Guarantor and each of Borrower's Subsidiaries:
(i) Chamberlainexisting corporate, Hrdlickalimited liability company, White, Will▇▇▇▇ & Mart▇▇ and partnership documents;
(ii) [New York counsel] annual financial statements;
(iii) [Louisiana counsel]most recent interim financial statements;
(iv) valuation information of assets proposed by the Borrower, each Guarantor, and each Subsidiary of Borrower to secure the Obligations;
(v) all lien searches covering any and all of the Mortgaged Property;
(vi) other material documents and agreements (including, without limitation, all: (1) Material Agreements listed on Schedule 7.22, and (2) all other material documents and agreements as the Agent shall have requested); and
(vii) the legal, corporate, partnership, and capital structure of the Borrower, each Guarantor, and each Subsidiary of Borrower on the Closing Date and after giving effect to the transactions contemplated hereby.
(q) Such other documents, in form and substance satisfactory to Agent, as the Agent or any Lender or special counsel to the Agent may reasonably request, including, without limitation, (i) documentation of all environmental and title matters relating to each of the Borrower's, each of the Guarantor's and each of the Borrower's Subsidiaries' Oil and Gas Properties including, without limitation, the Mortgaged Properties and (ii) all Material Agreements.
Appears in 1 contract