Initial Loan. Notwithstanding any provision contained in this Agreement to the contrary, Lender shall have no obligation to make the initial Loan or issue the initial Letter of Credit under this Agreement unless Lender shall have first received: (a) this Agreement and the Note, each duly executed by Borrower; (b) the Guaranty, duly executed by Laclede Energy; (c) a copy of resolutions (including an incumbency certificate) of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note and the other Transaction Documents, certified by the Secretary of Borrower; (d) a copy of resolutions of the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of Laclede Energy; (e) copies of the Articles of Incorporation of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretary of State of the states of their respective incorporations; (f) copies of the Bylaws of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretaries of Borrower and Laclede Energy; (g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states of their respective incorporations; (h) an opinion of the General Counsel of Borrower and Laclede Energy, in form and substance satisfactory to Lender and Lender’s counsel; (i) UCC search results from the Missouri Secretary of State for Borrower and Laclede Energy; (j) copies of all financial statements and other exhibits and schedules required by this Agreement and the other Transaction Documents; (k) a letter of direction from Borrower with respect to the disbursement of the proceeds of the initial Loan under this Agreement; (l) a fee letter, duly executed by Borrower and Lender; and (m) such other agreements, documents, instruments and certificates as Lender may reasonably request.
Appears in 4 contracts
Sources: Revolving Credit Agreement (Laclede Group Inc), Revolving Credit Agreement (Laclede Group Inc), Revolving Credit Agreement (Laclede Gas Co)
Initial Loan. Notwithstanding any provision contained in this Agreement to the contrary, Lender shall have no obligation to make the initial Loan or issue the initial Letter of Credit under this Agreement unless Lender shall have first received:
(a) this Agreement and the Note, each duly executed by Borrower;
(b) the Guaranty, duly executed by Laclede Energy;
(c) a copy of resolutions (including an incumbency certificate) of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note and the other Transaction Documents, certified by the Secretary of Borrower;
(d) a copy of resolutions of the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of Laclede Energy;
(e) copies of the Articles of Incorporation of Borrower and Laclede Energy, Energy including any amendments thereto, certified by the Secretary of State of the states of their respective incorporations;
(f) copies of the Bylaws of Borrower and Laclede Energy, Energy including any amendments thereto, certified by the Secretaries of Borrower and Laclede Energy;
(g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states of their respective incorporations;
(h) an opinion of the General Counsel counsel of Borrower and Laclede Energy, in form and substance satisfactory to Lender and Lender’s counsel;
(i) UCC search results from the Missouri Secretary of State for Borrower and Laclede Energy;
(j) copies of all financial statements and other exhibits and schedules required by this Agreement and the other Transaction Documents;
(k) a letter of direction from Borrower with respect to the disbursement of the proceeds of the initial Loan under this Agreement;
(l) a fee letterpayment of all fees and other amounts due and owing to Lender, duly executed including without limitation payment of all accrued and unpaid expenses incurred by Borrower Lender as required under Section 7.03;
(m) the other documents, deliveries, payments described on the Closing Checklist attached hereto and Lenderincorporated herein as Exhibit B; and
(mn) such other agreements, documents, instruments and certificates as Lender may reasonably request.
Appears in 4 contracts
Sources: Credit Agreement (Laclede Gas Co), Credit Agreement (Laclede Group Inc), Credit Agreement (Laclede Gas Co)
Initial Loan. Notwithstanding any provision contained in this Agreement to the contrary, Lender shall have no obligation to make the initial Loan or issue the initial Letter of Credit under this Agreement unless Lender shall have first received:
(a) this Agreement Subject to all terms set forth herein but only-during the Commitment Period and for so long as no Event of Default exists, Bank agrees, from time to time and on the Noteterms hereinafter set forth, each duly executed to loan to Borrower, when requested by Borrower;, principal amounts under the Loans aggregating up to the lesser of (i) $2,000,000 or (ii) the Aggregate Loan Values as determined by the Bank from the periodic reports submitted by Borrower to the Bank. Within the aforesaid limits, the Borrower may borrow, make payments, and reborrow under this Agreement, subject to the provisions hereof. Advances made under the Initial Loan shall be subject to the Initial Note. Advances made under the Additional Loan shall be subject to the Additional Note.
(b) The obligation to repay the Guaranty, duly executed Loan shall be evidenced by Laclede Energy;the Notes payable to the order of the Bank and maturing upon the earlier to occur of an Event of Default or the expiration of the Commitment Period. Amounts due under the Notes and otherwise under this Agreement and under the Loan Documents shall be reflected in the Loan Account.
(c) Borrower shall submit a copy Borrower's Report in the form attached hereto as Exhibit "A" (or in such other form as may be furnished by Bank from time to time) on the date of resolutions this Agreement and at least weekly (including an incumbency certificateor at Bank's request, daily) of thereafter during the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance term of this Agreement. Bank may, in its sole discretion, require that each advance made under the Loan be effected by Borrower's submitting (and the Bank's receiving) a Borrower's Report at least one Business Day prior to the date Borrower desires the advance to be made. Bank shall, if all the terms and provisions of this Agreement have been met, including, without limitation, the Note and absence of an Event of Default hereunder, make such advances. Each such Borrower's Report shall be signed by an officer or employee of Borrower authorized by Borrower to execute such reports, whose name(s) shall be included in a certificate furnished to the other Transaction Documents, certified by the Secretary of Borrower;Bank.
(d) At its discretion, Bank may make advances to Borrower under the Loan without specific request by automatic advance based on availability in accordance with procedures established by Bank. In addition, as an accommodation to Borrower, Bank may permit telephonic requests for loans and electronic transmittal of instructions, authorizations, agreements or reports to Bank by Borrower. Unless Borrower specifically directs Bank in writing not to accept or act upon telephonic or electronic communications from Borrower, Bank shall have no liability to Borrower for any loss or damage suffered by Borrower as a copy result of resolutions Bank's honoring of any requests execution of any instructions, authorizations or agreements or reliance on any reports communicated to Bank telephonically or electronically and purporting to have been sent to Bank by Borrower and Bank shall have no duty to verify the origin of any such communication or the authority of the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of Laclede Energy;person sending it.
(e) copies If the outstanding principal amount of the Articles Loan at any time exceeds the lesser of Incorporation $2,000,000 or the Aggregate Loan Values as reflected on the Borrower's Report, the Borrower shall immediately, upon demand by Bank, pay the Bank an amount equal to such excess as a payment on the principal amount of the Loan. Without limiting the foregoing, which provision may be enforced by Bank at any time and which provision, as well as the other provisions hereof, may not under any circumstance be waived or altered by a course of dealing or otherwise, insofar as Borrower may request and Laclede EnergyBank may be willing in its sole and absolute discretion to make Overadvances, including any amendments theretoBank shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be payable on demand, certified shall be secured by the Secretary Collateral and shall bear interest as provided in this Agreement for Loans generally. Bank may in its sole discretion honor any request (or deemed request) for an advance even though an Overadvance Condition then exists, or, would exist with the making of State such advance, and without regard to the existence of, and without waiving, any default or Event of the states of their respective incorporations;Default.
(f) copies of Each borrowing under the Bylaws Loan shall be effected by crediting the amount thereof to the regular checking account of Borrower and Laclede Energy, including any amendments thereto, certified maintained with the Bank or with another bank approved by the Secretaries of Borrower and Laclede Energy;Bank.
(g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State The principal amount of the states Loans shall bear interest in accordance with the respective Notes. Interest shall be paid to Bank on the amount of their respective incorporations;the Loan outstanding and shall be payable monthly in arrears on the first day of each month beginning with May 1, 2000, and continuing on the same day of each month thereafter through and until such time as there remains no unpaid principal balance on the amounts advanced to the Borrower. The applicable interest rate on the Loan shall change as and when the Base Rate or other applicable reference rate changes from time to time. Interest shall be calculated based on a 360-day year (i.e., computed on the actual number of days elapsed over a year of 360 days unless reference to a 365 or a 366-day year is necessary in order not to exceed the highest rate permitted by Applicable Law). From and after the occurrence of an Event of Default, the principal amount of the Loan outstanding from time to time shall, subject to the provisions of the following subsection, bear interest at the Default Rate.
(h) an opinion Borrower acknowledges and agrees that the provisions herein and in the Note relating to the Default Rate represent a fair and reasonable estimate by Borrower and Bank of a fair average compensation for the General Counsel loss that may be sustained by Bank due to the failure of Borrower and Laclede Energy, in form and substance satisfactory to Lender and Lender’s counsel;
(i) UCC search results from the Missouri Secretary of State for Borrower and Laclede Energy;
(j) copies of all financial statements and other exhibits and schedules required by this Agreement and the other Transaction Documents;
(k) a letter of direction from Borrower make timely payments with respect to the disbursement Obligations and for the cost and expenses that may be incurred by Bank by reason of the proceeds occurrence of an Event of Default, the parties recognizing that the damages caused by such extra administrative expenses and loss of the initial Loan under this Agreement;
(l) a fee letter, duly executed by Borrower and Lender; and
(m) such use of funds is impracticable or extremely difficult to ascertain or estimate. Interest at the Default Rate shall be paid without prejudice to the rights of Bank to collect any other agreements, documents, instruments and certificates as Lender may reasonably requestamounts provided to be paid hereunder.
Appears in 2 contracts
Sources: Loan and Security Agreement (Color Imaging Inc), Loan and Security Agreement (Color Imaging Inc)
Initial Loan. Notwithstanding any provision contained in this Agreement to The obligation of the contrary, Lender shall have no obligation leader to make the initial Loan loan on the first borrowing date shall be subject to the fulfillment prior to or issue contemporaneously with the initial Letter making of Credit under this Agreement unless such loan of the following conditions precedent:
(i) The Lender shall have received an opinion of legal counsel to ATII and each other Borrower as of such date, dated the first received:borrowing date, in a form and substance satisfactory to Lender.
(aii) Lender shall have received a certificate of a responsible officer of ATII and each other Borrower as of such date, dated the first borrowing date, as to the authority of such Borrower(s) to execute, deliver and perform this Agreement and the Note, each duly executed by Borrower;.
(biii) The Lender shall have received a certificate of a responsible officer of ATII and each other Borrower as of such date, dated the Guarantyfirst borrowing date, duly executed by Laclede Energy;
(c) a copy of resolutions (including an as to the incumbency certificate) and signature of the Board of Directors of Borrower, duly adopted, which authorize officer or officers signing the execution, delivery and performance of this Agreement, the Note and any other certificate or other documents to be delivered pursuant thereto, together with evidence of the other Transaction Documentsincumbency of each responsible officer.
(iv) The Lender shall have received copies of all consolidated financial statements of ATII as required by Lender.
(v) The Lender shall have received copies, certified by a responsible officer of ATII to the Secretary satisfaction of Borrower;
(d) a copy Lender, of resolutions of the Board of Directors contracts in effect between one or more Borrowers and Qwest and Primetec containing such terms as are customary for such business (including an incumbency certificatebut not limited to pricing) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of Laclede Energy;
(e) copies of the Articles of Incorporation of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretary of State of the states of their respective incorporations;
(f) copies of the Bylaws of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretaries of Borrower and Laclede Energy;
(g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states of their respective incorporations;
(h) an opinion of the General Counsel of Borrower and Laclede Energy, in form and substance satisfactory to Lender and Lender’s counsel;.
(ivi) UCC search results from the Missouri Secretary The Lender shall have received copies, certified by a responsible officer of State for Borrower and Laclede Energy;
(j) copies of all financial statements and other exhibits and schedules required by this Agreement and the other Transaction Documents;
(k) a letter of direction from Borrower with respect ATII to the disbursement satisfaction of the proceeds Lender, of the initial Loan under this Agreement;
a [illegible] vendor financing facility in effect between one or more borrowers and Network Equipment Technologies, Inc. providing at least $1,000,000 of unrestricted borrowing availability and containing such terms as are customary (lincluding but not limited to interest rates) a fee letter, duly executed by Borrower in form and substance satisfactory to Lender; and
(m) such other agreements, documents, instruments and certificates as Lender may reasonably request.
Appears in 2 contracts
Sources: Loan Agreement (Globalscape Inc), Loan and Security Agreement (Globalscape Inc)
Initial Loan. Notwithstanding The obligation of Lender to fund any provision contained Loan hereunder shall be subject to, in this Agreement addition to the contraryconditions precedent specified in Section 3.2, Lender shall have no obligation to make the initial Loan or issue the initial Letter of Credit under this Agreement unless Lender shall have first receivedfollowing terms and conditions:
(a) this Agreement and Borrower shall have delivered to Lender the Note, following (each of the following documents being duly executed by Borrower;
(b) the Guaranty, duly executed by Laclede Energy;
(c) a copy of resolutions (including an incumbency certificate) of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note delivered and the other Transaction Documents, certified by the Secretary of Borrower;
(d) a copy of resolutions of the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of Laclede Energy;
(e) copies of the Articles of Incorporation of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretary of State of the states of their respective incorporations;
(f) copies of the Bylaws of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretaries of Borrower and Laclede Energy;
(g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states of their respective incorporations;
(h) an opinion of the General Counsel of Borrower and Laclede Energy, in form and substance satisfactory to Lender, and, with the exception of the Note, each in a sufficient number of originals that Lender and Lender’s counsel;its counsel may have an executed original of each document):
(i) UCC search results from an executed counterpart of this Agreement and of all instruments, certificates and opinions referred to in this Article III not theretofore delivered (except the Missouri Borrowing Request which is to be delivered at the time provided in Subsection 3.2(a) hereof);
(ii) the Note;
(iii) the Security Agreement dated of even date herewith;
(iv) a certificate of the Secretary or Assistant Secretary of Borrower setting forth (i) resolutions of its board of directors authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and identifying the officers authorized to sign such instruments, (ii) specimen signatures of the officers so authorized, and (iii) articles of incorporation of Borrower certified by the appropriate Secretary of State for Borrower as of a recent date, and Laclede Energy(iv) bylaws of Borrower, certified as being accurate and complete;
(jv) copies a certificate of all financial statements the existence and other exhibits and schedules required by this Agreement and good standing for Borrower in its state of incorporation or organization dated no earlier than fifteen days prior to the other Transaction Documentsdate hereof;
(kvi) an opinion of counsel for Borrower in form and substance satisfactory to Lender;
(vii) a letter Borrowing Request and a Borrowing Base Certificate dated as of direction from Borrower with respect the date of the first Loan, certified by the Controller or Senior Vice President of Borrower;
(viii) a duly executed original of the MERS Agreement; and
(ix) such other documents, instruments, certificates and agreements (including, without limitation, UCC tax and lien search results) as Lender or its legal counsel may reasonably request at any time at or prior to the disbursement of the proceeds date of the initial Loan under this Agreement;hereunder.
(lb) a fee letterNo Person, duly executed other than Lender, holds any mortgage, pledge, lien, security interest or other charge or encumbrance in, against or to any of the Mortgage Loans identified by the Borrower and Lender; andas Mortgage Collateral or included in any computation of the Collateral Value of the Borrowing Base.
(mc) such Lender shall have received evidence satisfactory to it that all filings and other agreementsactions necessary or desirable to perfect and protect the Liens created by the Security Instruments shall have been completed (including, documentswithout limitation, instruments the filing of financing statements on form UCC-1 and certificates as filing of UCC-3 amendments or termination statements).
(d) Borrower shall have paid all fees and reimbursements to be paid to Lender may reasonably requestpursuant to any Loan Document, or otherwise due Lender and including reasonable fees (not to exceed $20,000) and reasonable expenses of Lender’s attorneys.
Appears in 2 contracts
Sources: Credit Agreement (Ryland Group Inc), Credit Agreement (Ryland Group Inc)
Initial Loan. Notwithstanding The obligation of the Lenders to fund any provision contained Loan hereunder shall be subject to, in this Agreement addition to the contraryconditions precedent specified in Section 3.2, Lender shall have no obligation to make the initial Loan or issue the initial Letter of Credit under this Agreement unless Lender shall have first receivedfollowing terms and conditions:
(a) this Agreement and The Borrower shall have delivered to the Note, Administrative Agent the following (each of the following documents being duly executed by Borrower;
(b) the Guaranty, duly executed by Laclede Energy;
(c) a copy of resolutions (including an incumbency certificate) of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note delivered and the other Transaction Documents, certified by the Secretary of Borrower;
(d) a copy of resolutions of the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of Laclede Energy;
(e) copies of the Articles of Incorporation of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretary of State of the states of their respective incorporations;
(f) copies of the Bylaws of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretaries of Borrower and Laclede Energy;
(g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states of their respective incorporations;
(h) an opinion of the General Counsel of Borrower and Laclede Energy, in form and substance satisfactory to Lender each Lender, and, with the exception of the Notes, each in a sufficient number of originals that each Lender, the Administrative Agent and Lender’s counsel;its counsel may have an executed original of each document):
(i) UCC search results from an executed counterpart of this Agreement and of all instruments, certificates and opinions referred to in this Article III not theretofore delivered (except the Missouri Borrowing Request which is to be delivered at the time provided in Subsection 3.2(a) hereof);
(ii) a Note for each Lender;
(iii) the Security Agreement dated of even date herewith;
(iv) a certificate of the Secretary or Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and identifying the officers authorized to sign such instruments, (ii) specimen signatures of the officers so authorized, and (iii) articles of incorporation of the Borrower certified by the appropriate Secretary of State for Borrower as of a recent date, and Laclede Energy(iv) code of regulations of the Borrower, certified as being accurate and complete;
(jv) copies a certificate of all financial statements the existence and other exhibits and schedules required by this Agreement and good standing for the other Transaction DocumentsBorrower in its state of incorporation or organization dated no earlier than fifteen days prior to the date hereof;
(kvi) an opinion of counsel for the Borrower in form and substance satisfactory to the Administrative Agent;
(vii) a letter Borrowing Request and a Borrowing Base Certificate dated as of direction from Borrower with respect the date of the first Loan, certified by the Chief Executive Officer, President, Secretary, Chief Financial Officer or Treasurer of the Borrower;
(viii) a copy of the MERS Agreement, duly executed by the Borrower; and
(ix) such other documents, instruments, certificates and agreements (including, without limitation, UCC tax and lien search results) as the Administrative Agent or its legal counsel may reasonably request at any time at or prior to the disbursement of the proceeds date of the initial Loan under this Agreement;hereunder.
(lb) a fee letterNo Person, duly executed other than the Administrative Agent, holds any mortgage, pledge, lien, security interest or other charge or encumbrance in, against or to any of the Mortgage Loans identified by the Borrower and Lender; andas Mortgage Collateral or included in any computation of the Collateral Value of the Borrowing Base.
(mc) such The Administrative Agent shall have received evidence satisfactory to it that all filings and other agreementsactions necessary or desirable to perfect and protect the Liens created by the Security Instruments shall have been completed (including, documentswithout limitation, instruments the filing of financing statements on form UCC-1 and certificates as Lender may reasonably requestfiling of UCC-3 amendments or termination statements).
(d) The Borrower shall have paid all fees and reimbursements to be paid to the Administrative Agent pursuant to any Loan Document, the Fee Letter, or otherwise due the Administrative Agent and including reasonable fees (not to exceed the amount set forth in the Fee Letter) and expenses of the Administrative Agent's attorneys.
Appears in 2 contracts
Sources: Credit Agreement (M I Homes Inc), Credit Agreement (M I Homes Inc)
Initial Loan. Notwithstanding The obligation of Lender to fund any provision contained Loan hereunder shall be subject to, in this Agreement addition to the contraryconditions precedent specified in Section 3.2, Lender shall have no obligation to make the initial Loan or issue the initial Letter of Credit under this Agreement unless Lender shall have first receivedfollowing terms and conditions:
(a) this Agreement and Borrowers shall have delivered to Lender the Note, following (each of the following documents being duly executed by Borrower;
(b) the Guaranty, duly executed by Laclede Energy;
(c) a copy of resolutions (including an incumbency certificate) of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note delivered and the other Transaction Documents, certified by the Secretary of Borrower;
(d) a copy of resolutions of the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of Laclede Energy;
(e) copies of the Articles of Incorporation of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretary of State of the states of their respective incorporations;
(f) copies of the Bylaws of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretaries of Borrower and Laclede Energy;
(g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states of their respective incorporations;
(h) an opinion of the General Counsel of Borrower and Laclede Energy, in form and substance satisfactory to Lender, and, with the exception of the Notes, each in a sufficient number of originals that Lender and Lender’s counsel;its counsel may have an executed original of each document):
(i) UCC search results an executed counterpart of this Agreement and of all instruments, certificates and opinions referred to in this Article III not theretofore delivered (except the Borrowing Request which is to be delivered at the time provided in Subsection 3.2(a) hereof);
(ii) the Notes;
(iii) Preferred's Guaranty of all Obligations of Technical Mortgage;
(iv) Technical Mortgage's Guaranty of all Obligations of Preferred;
(v) Security Agreement dated of even date herewith from Preferred;
(vi) Security Agreement dated of even date herewith from Technical Mortgage;
(vii) a certificate of the Missouri Secretary or Assistant Secretary of Preferred setting forth (i) resolutions of its board of directors authorizing the execution, delivery, and performance of the Loan Documents to which Preferred is a party and identifying the officers authorized to sign such instruments, (ii) specimen signatures of the officers so authorized, (iii) articles of incorporation of Preferred certified by the appropriate Secretary of State for Borrower as of a recent date, and Laclede Energy(iv) bylaws of Preferred, certified as being accurate and complete;
(jviii) copies a certificate of all financial statements the Secretary or Assistant Secretary of General Partner setting forth (i) resolutions of its board of directors authorizing the execution, delivery, and other exhibits performance of the Loan Documents to which Technical Mortgage is a party and schedules required identifying the officers authorized to sign such instruments, (ii) specimen signatures of the officers so authorized, (iii) articles of organization of General Partner certified by this the appropriate Secretary of State as of a recent date, (iv) Members' Agreement of General Partner, certified as being accurate and complete, (v) certificate of limited partnership of Technical Mortgage, certified by the other Transaction Documentsappropriate Secretary of State as of a recent date, and (vi) Amended and Restated Agreement of Limited Partnership of Technical Mortgage;
(kix) a letter certificate of direction from the existence and good standing for each Borrower and General Partner in its state of organization dated no earlier than fifteen days prior to the date hereof;
(x) opinions of counsel for Borrowers, General Partner and Parent in the form of Exhibit G;
(xi) a Borrowing Request and a Borrowing Base Certificate dated as of the date of the first Loan, certified by the chief financial officer or treasurer of Borrowers;
(xii) Parent's Guaranty of all Obligations of Borrowers;
(xiii) documents similar to those described as items (viii) and (ix) above with respect to Parent;
(xiv) a duly executed original of a MERS Agreement for each Borrower; and
(xv) such other documents as Lender may reasonably request at any time at or prior to the disbursement of the proceeds date of the initial Loan under this Agreement;hereunder.
(lb) a fee letter, duly executed by Borrower and No Person (other than Lender; and) shall be listed in the field designated "interim funder" on the MERS(R) System.
(mc) such No Person (other agreementsthan Lender) holds any mortgage, documentspledge, instruments lien, security interest or other charge or encumbrance in, against or to any of the Mortgage Loans.
(d) Borrowers shall have paid all fees and certificates as reimbursements to be paid to Lender may reasonably requestpursuant to any Loan Document, or otherwise due Lender and including reasonable fees and disbursements of Lender's attorneys.
Appears in 1 contract
Initial Loan. Notwithstanding any provision contained in this Agreement to the contrary, The Lender shall have no obligation not be required to make the initial Loan hereunder unless the Borrower has furnished to the Lender a Note payable to the Lender, if so requested by the Lender, and such opinions of counsel, certificates of incumbency, resolutions, by-laws and articles of incorporation and such other closing documents as the Lender has requested, including, without limitation, (i) copies of the articles or issue certificate of incorporation of the Borrower, together with all amendments, and a certificate of incorporation of the Borrower, together with all amendments, and a certificate of goods standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation; (ii) copies certified by the Secretary or Assistant Secretary of the Borrower, of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing execution of the Facility documentation; (iii) an incumbency certificate, executed by the Secretary of the Borrower, which shall identify by name and title and bear the signatures of the authorized officers or the Borrower authorized to sign the Facility documentation; (iv) a certificate, signed by the chief financial officer of the Borrower stating that on the initial Letter of Credit under this Agreement unless Lender shall have first received:
borrowing date no Default or Unmatured Default has occurred and is continuing; (a) this Agreement and the Note, each duly executed by Borrower;
(b) the Guaranty, duly executed by Laclede Energy;
(cv) a copy of resolutions (including an incumbency certificate) of the Board of Directors of Borrower, Guaranty duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note and the other Transaction Documents, certified executed by the Secretary of Borrower;
Guarantors; (dvi) a copy of resolutions the Parent Credit Agreement duly executed by the Parent and the other parties thereto and evidence satisfactory to the Lender that all of the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of Laclede Energy;
(e) copies conditions precedent set forth in Section 5.1 of the Articles of Incorporation of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretary of State of the states of their respective incorporations;
Parent Credit Agreement have been satisfied; (fvii) copies of the Bylaws of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretaries of Borrower and Laclede Energy;
(g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states of their respective incorporations;
(h) an a legal opinion of the General Counsel of Borrower Guarantors' U.S. counsel concerning the Guarantors' authority to enter into the Guaranty; and Laclede Energy, in form and substance satisfactory to Lender and Lender’s counsel;
(i) UCC search results from the Missouri Secretary of State for Borrower and Laclede Energy;
(j) copies of all financial statements and other exhibits and schedules required by this Agreement and the other Transaction Documents;
(k) a letter of direction from Borrower with respect to the disbursement of the proceeds of the initial Loan under this Agreement;
(l) a fee letter, duly executed by Borrower and Lender; and
(mviii) such other agreements, documents, instruments and certificates documents as the Lender may reasonably requesthave requested.
Appears in 1 contract
Initial Loan. Notwithstanding any provision contained in this ------------- Agreement to the contrary, Lender shall have no obligation to make the initial Loan or issue the initial Letter of Credit under this Agreement unless Lender shall have first received:
(a) this Agreement and the NoteNotes, each duly executed by a duly authorized officer of Borrower;
(b) the GuarantySecurity Agreement (which must be in form and substance satisfactory to Lender) and such Uniform Commercial Code financing statements and other documents as Lender may require in connection therewith, duly each executed by Laclede Energya duly authorized officer of Borrower;
(c) the Missouri Deed of Trust (which must be in form and substance satisfactory to Lender) and such Uniform Commercial Code financing statements and other documents as Lender may require in connection therewith, each executed by a duly authorized officer of Borrower;
(d) the Assignment of Leases and Rents (which must be in form and substance satisfactory to Lender) and such Uniform Commercial Code financing statements and other documents as Lender may require in connection therewith, each executed by a duly authorized officer of Borrower;
(e) a title commitment for an ALTA Loan Policy (Form 1970) for the real property covered by the Missouri Deed of Trust in an amount acceptable to the Lender, with all standard exceptions deleted, no other exceptions unless previously approved by the Lender and with such affirmative coverages as the Lender shall require, including, without limitation, a zoning endorsement, a comprehensive endorsement, a future advance endorsement, a survey endorsement, an access endorsement, a separate tax parcel, and a last dollar endorsement;
(f) copies of all recorded plats and title exceptions affecting the real property covered by the Missouri Deed of Trust;
(g) an appraisal of the real property covered by the Missouri Deed of Trust in form and substance satisfactory to the Lender prepared by an appraiser selected by the Lender;
(h) such environmental assessments of the real property covered by the Missouri Deed of Trust as shall be required by the Lender, including, without limitation, appropriate environmental inspections, tests and record searches, and a report thereof by an environmental engineer or other Person satisfactory to the Lender stating there is no evidence of hazardous or toxic materials on or affecting any such real property together with a reliance letter acceptable to the Lender;
(i) the Illinois Mortgage (which must be in form and substance satisfactory to Lender) and such Uniform Commercial Code financing statements and other documents as Lender may require in connection therewith, each executed by a duly authorized officer of Borrower;
(j) a title commitment for an ALTA Loan Policy (Form 1970) for the real property covered by the Illinois Mortgage in an amount acceptable to the Lender, with all standard exceptions deleted, no other exceptions unless previously approved by the Lender and with such affirmative coverages as the Lender shall require, including, without limitation, a zoning endorsement, a comprehensive endorsement, a future advance endorsement, a survey endorsement, an access endorsement, a separate tax parcel, and a last dollar endorsement;
(k) copies of all recorded plats and title exceptions affecting the real property covered by the Illinois Mortgage;
(l) an appraisal of the real property covered by the Illinois Mortgage in form and substance satisfactory to the Lender prepared by an appraiser selected by the Lender;
(m) such environmental assessments of the real property covered by the Illinois Mortgage as shall be required by the Lender, including, without limitation, appropriate environmental inspections, tests and record searches, and a report thereof by an environmental engineer or other Person satisfactory to the Lender stating there is no evidence of hazardous or toxic materials on or affecting any such real property together with a reliance letter acceptable to the Lender;
(n) a landlord estoppel letter (which must be in form and substance satisfactory to the Lender), duly executed by the owner of the real property covered by the Illinois Mortgage;
(o) the Guaranty (which must be in form and substance satisfactory to Lender), duly executed by each of the Guarantors;
(p) a copy of resolutions (including an incumbency certificate) of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note Notes and the other Transaction DocumentsDocuments executed by Borrower, certified by the Secretary of Borrower;
(dq) a copy of resolutions of the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of Laclede Energy;
(e) copies of the Articles of Incorporation of Borrower and Laclede EnergyBorrower, including any amendments thereto, certified by the Secretary of State of the states State of their respective incorporationsMissouri;
(fr) copies a copy of the Bylaws By-Laws of Borrower and Laclede EnergyBorrower, including any amendments thereto, certified by the Secretaries Secretary of Borrower and Laclede EnergyBorrower;
(gs) an incumbency certificate, executed by the Secretary of Borrower, which shall identify by name and title and bear the signatures of all of the officers of Borrower executing any of the Transaction Documents;
(t) certificates of corporate good standing of Borrower issued by the Secretaries of State of the States of Missouri and Laclede Energy issued Illinois;
(u) a copy of the Certificate of Incorporation of Air Methods Corporation, including any amendments thereto, certified by the Secretary of State of the states State of their respective incorporationsDelaware;
(hv) a copy of the By-Laws of Air Methods Corporation, including any amendments thereto, certified by the Secretary of Air Methods Corporation;
(w) an incumbency certificate, executed by the Secretary of Air Methods Corporation, which shall identify by name and title and bear the signatures of all of the officers of Air Methods Corporation executing any of the Transaction Documents;
(x) certificates of corporate good standing of Air Methods Corporation issued by the Secretaries of State of the States of Missouri and Delaware;
(y) a copy of the Articles of Incorporation of Mercy Air Service, Inc., including any amendments thereto, certified by the Secretary of State of the State of California;
(z) a copy of the By-Laws of Mercy Air Service, Inc., including any amendments thereto, certified by the Secretary of Mercy Air Service, Inc.;
(aa) an incumbency certificate, executed by the Secretary of Mercy Air Service, Inc., which shall identify by name and title and bear the signatures of all of the officers of Mercy Air Service, Inc. executing any of the Transaction Documents;
(bb) certificates of corporate good standing of Mercy Air Service, Inc. issued by the Secretaries of State of the States of Missouri and California;
(cc) an opinion of counsel of Davis, Graham & Stubbs LLP, outsi▇▇ ▇▇▇▇▇▇▇ ▇▇ B▇▇▇▇▇▇r and the General Counsel of Borrower and Laclede EnergyGuarantors, in form and substance satisfactory to Lender and Lender’s 's counsel;
(idd) UCC search results from the Missouri Secretary of State for Borrower and Laclede Energyinitial Borrowing Base Certificate required by Section 2.01(c);
(jee) the Borrowing Notice required by Section 2.02;
(ff) evidence of the proper filing of UCC-1 Financing Statements perfecting first priority security interests in favor of Lender in all of the Collateral and all of the Third Party Collateral;
(gg) UCC-3 Termination Statements for all UCC-1 Financing Statements filed of record against Borrower other than UCC-1 Financing Statements relating to Permitted Liens;
(hh) evidence satisfactory to Lender of the insurance required by this Agreement and the other Transaction Documents together with loss payable endorsements in form and substance satisfactory to Lender, duly executed by the insurance company;
(ii) copies of all financial statements and other exhibits Exhibits and schedules Schedules required by this Agreement and the other Transaction Documents;
(kjj) a letter of direction from Borrower with respect to the disbursement of the proceeds of the initial Loan Loans under this Agreement;
(lkk) such mortgagee, bailee, landlord or warehousemen's waivers as Lender may deem necessary regarding locations at which Collateral is or will be stored or otherwise located;
(ll) evidence satisfactory to the Lender that Borrower has consummated the acquisition of the assets of Area Rescue Consortium of Hospitals pursuant to that certain Asset Purchase Agreement dated March 23, 2000, by and among Area Rescue Consortium of Hospitals, as seller, Air Methods Corporation and Mercy Air Service, Inc., as buyers, and assigned by buyers to Borrower pursuant to that certain Assignment Agreement dated April 18, 2000 by and among such seller and buyers (the "ARCH Acquisition Agreement"), the terms and provisions (including the purchase price) of which ARCH Acquisition Agreement must be acceptable to the Lender, which evidence shall include (i) a fee letter, duly executed by Borrower certificate of all "buyer" parties to the ARCH Acquisition Agreement that all of the conditions to such parties' obligations thereunder which are required to be satisfied as of or prior to closing have been satisfied or effectively waived and Lender(ii) a certificate of all "seller" parties to the ARCH Acquisition Agreement that all of the conditions to such parties' obligations thereunder which are required to be satisfied as of or prior to closing have been satisfied or effectively waived; and
(mmm) such other agreements, documents, instruments and certificates as Lender may reasonably request. Any one or more of the conditions set forth above which have not been satisfied by Borrower on or prior to the date of disbursement of the initial Loan hereunder shall not be deemed permanently waived by Lender unless Lender shall waive the same in a writing which expressly states that the waiver is permanent, and in all cases in which the waiver is not stated to be permanent Lender may at any time subsequent thereto insist upon compliance and satisfaction of any such condition as a condition to any subsequent Loan hereunder and failure to Borrower to comply with any such condition within three (3) Business Day's written notice from Lender to Borrower shall constitute an Event of Default under this Agreement.
Appears in 1 contract
Sources: Loan Agreement (Air Methods Corp)
Initial Loan. Notwithstanding any provision contained in this Agreement On or prior to the contrarydate of the disbursement of the initial Loans (hereinafter called the "CLOSING"), Lender Borrowers shall have no obligation delivered or caused to make be delivered to Agent, each in form and substance satisfactory to Agent, the initial Loan or issue the initial Letter of Credit under this Agreement unless Lender shall have first receivedfollowing:
(ai) this Agreement and the NoteThe Notes, each which shall be duly executed by each Borrower;
(bii) Certified (as of the Guaranty, duly executed by Laclede Energy;
(cdate of the Closing) a copy copies of resolutions (including an incumbency certificate) of the Board of Directors of Borrower, duly adopted, which authorize each Borrower authorizing the execution, delivery and performance of this Agreement, the Note Notes, and the each other Transaction Documents, certified by the Secretary of Borrowerdocument to be delivered pursuant hereto;
(diii) a A certificate (dated the date of the Closing) of each Borrower's corporate secretary as to the incumbency and signatures of the officers of such Borrower signing this Agreement, the Notes, and each other document to be delivered by such Borrower pursuant to this Agreement.
(iv) A copy of resolutions each Borrower's charter and by-laws, together with a certificate (dated the date of the Board of Directors (including an incumbency certificateClosing) of Laclede Energysuch Borrower's corporate secretary, duly adoptedas applicable, which authorize to the execution, delivery effect that such charter and performance of its Guaranty, certified by by-laws have not been amended since the Secretary of Laclede Energydate each document became effective;
(ev) copies For each Borrower, certificates, as of the Articles most recent dates practicable, of Incorporation of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretary of State of the states such Borrower's state of their respective incorporations;
(f) copies of the Bylaws of Borrower organization and Laclede Energy, including any amendments thereto, certified by the Secretaries of Borrower and Laclede Energy;
(g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of each state in which each Borrower is qualified as a foreign corporation, or in which it intends to do business following the states receipt of their respective incorporationsproceeds of the Loans, as to the good standing of such Borrower;
(hvi) an opinion Pay-off letter from Fleet Bank (the "SENIOR LIENHOLDER"), indicating the amount necessary to retire the existing indebtedness of Borrowers to the senior lienholder and evidence, satisfactory to Agent, of the General Counsel release of Borrower any and Laclede Energy, all Collateral in form and substance satisfactory to Lender and Lender’s counselwhich the senior lienholder has a security interest;
(ivii) UCC search results from the Missouri Secretary of State for Borrower Financing statements regarding all Collateral, and Laclede Energyfiled in any and all offices and jurisdictions deemed appropriate by Agent in Agent's sole discretion;
(jviii) copies Uniform Commercial Code, tax lien, bankruptcy and judgment searches concerning each Borrower from all offices and jurisdictions deemed appropriate by Agent in Agent's sole discretion, showing no other filing of all financial statements and other exhibits and schedules required by this Agreement and the other Transaction Documents;
(k) a letter of direction from Borrower record with respect to the disbursement of the proceeds of the initial Loan under this AgreementCollateral granted hereunder other than any financing statement filed by Agent;
(lix) An opinion of counsel to Borrowers in substantially the form of Exhibit D attached hereto together with an opinion of special California counsel to Borrowers regarding certain matters relating to Pacific Direct Marketing Corp., a fee letterCalifornia corporation;
(x) A Financial Condition and Compliance Certificate (a "COMPLIANCE CERTIFICATE") in the form of Exhibit E attached hereto dated the date of the Closing, signed by an authorized officer of each Borrower;
(xi) A loss payable endorsement respecting each Borrower's casualty insurance in the form of Exhibit F attached hereto;
(xii) Evidence of insurance in the form set forth in Section 7.6 or otherwise acceptable to Agent;
(xiii) An initial Notice of Borrowing duly executed by Borrower and Lender; andeach Borrower;
(mxiv) such other agreements, documents, instruments and certificates as Lender may reasonably request.Payment of the Closing Fee referenced in Section 2.12(A);
(xv) The initial Borrowing Base Certificate duly executed by each Borrower;
Appears in 1 contract
Initial Loan. Notwithstanding any provision contained in this Agreement herein to the contrary, Lender Bank shall have no obligation to make the initial any Loan or issue the initial Letter of Credit under this Agreement hereunder unless Lender Bank shall have first received:
(a) this Agreement and the Note, each duly executed by Borrowera duly authorized officer of each of the Borrowers;
(b) the GuarantyAmendments to the Security Agreements and such other documents as Bank may reasonably require under Section 5.1, each duly executed by Laclede Energyan authorized officer of each of the Borrowers;
(c) the Amendment to the Deed of Trust, duly executed by the authorized officer of PM Resources;
(d) a copy of resolutions (including an incumbency certificate) of the Board of Directors of Borrowereach of the Borrowers, duly adopted, which authorize the execution, delivery and performance of this AgreementAgreement and the Note, the Note Amendments to the Security Agreements, the Amendment to the Deed of Trust and the other Transaction Documents, certified by the Secretary of each such Borrower;
(de) a certificate of corporate good standing of PM Resources issued by the Secretary of State of the State of Missouri;
(f) certificates of corporate good standing of Zema issued by the Secretary of State of the State of Delaware and by the Secretary of State of the State of North Carolina;
(g) the Consent of Agri-Nutrition Group Limited in the form attached hereto, acknowledging the amendments contained herein and the continuing effectiveness of the Pledge Agreement and the Subordination Agreement, duly executed by Agri-Nutrition Group Limited;
(h) the Guaranty duly executed by Agri-Nutrition Group Limited;
(i) a copy of resolutions Resolutions of the Board of Directors (including an incumbency certificate) of Laclede EnergyGuarantor, duly adopted, which authorize the execution, delivery and performance of its the Guaranty, certified by the Secretary of Laclede EnergyGuarantor;
(ej) copies a Certificate of the Articles Corporate Good Standing of Incorporation of Borrower and Laclede EnergyGuarantor, including any amendments thereto, certified by the Secretary of State of the states of their respective incorporations;
(f) copies of the Bylaws of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretaries of Borrower and Laclede Energy;
(g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states State of their respective incorporations;
(h) an opinion of the General Counsel of Borrower and Laclede Energy, in form and substance satisfactory to Lender and Lender’s counsel;
(i) UCC search results from the Missouri Secretary of State for Borrower and Laclede Energy;
(j) copies of all financial statements and other exhibits and schedules required by this Agreement and the other Transaction DocumentsDelaware;
(k) a letter an opinion of direction from Borrower with respect counsel of ▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇, independent counsel to Borrowers and Guarantor, in the disbursement form of the proceeds of the initial Loan under this AgreementExhibit D attached hereto and incorporated herein by reference;
(l) a fee letter, duly executed the initial Borrowing Base Certificate required by Borrower and LenderSection 3.1(d);
(m) the Borrowing Notice required by Section 3.2; and
(mn) such other agreements, documents, instruments and certificates as Lender Bank may reasonably request.
Appears in 1 contract
Sources: Revolving Credit Agreement (Agri Nutrition Group LTD)
Initial Loan. Notwithstanding The obligation of Lender to fund any provision contained Loan hereunder shall be subject to, in this Agreement addition to the contraryconditions precedent specified in SECTION 3.2, Lender shall have no obligation to make the initial Loan or issue the initial Letter of Credit under this Agreement unless Lender shall have first receivedfollowing terms and conditions:
(a) this Agreement and Borrower shall have delivered to Lender the Note, following (each of the following documents being duly executed by Borrower;
(b) the Guaranty, duly executed by Laclede Energy;
(c) a copy of resolutions (including an incumbency certificate) of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note delivered and the other Transaction Documents, certified by the Secretary of Borrower;
(d) a copy of resolutions of the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of Laclede Energy;
(e) copies of the Articles of Incorporation of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretary of State of the states of their respective incorporations;
(f) copies of the Bylaws of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretaries of Borrower and Laclede Energy;
(g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states of their respective incorporations;
(h) an opinion of the General Counsel of Borrower and Laclede Energy, in form and substance satisfactory to Lender, and, with the exception of the Note, each in a sufficient number of originals that Lender and Lender’s counsel;its counsel may have an executed original of each document):
(i) UCC search results from an executed counterpart of this Agreement and of all instruments, certificates and opinions referred to in this ARTICLE III not theretofore delivered (except the Missouri Borrowing Request which is to be delivered at the time provided in SUBSECTION 3.2(A) hereof);
(ii) the Note;
(iii) the Security Agreement dated of even date herewith;
(iv) a certificate of the Secretary or Assistant Secretary of Borrower setting forth (i) resolutions of its board of directors authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and identifying the officers authorized to sign such instruments, (ii) specimen signatures of the officers so authorized, and (iii) articles of incorporation of Borrower certified by the appropriate Secretary of State for Borrower as of a recent date, and Laclede Energy(iv) bylaws of Borrower, certified as being accurate and complete;
(jv) copies a certificate of all financial statements the existence and other exhibits and schedules required by this Agreement and good standing for Borrower in its state of incorporation dated no earlier than fifteen days prior to the other Transaction Documentsdate hereof; and
(vi) an opinion of counsel for Borrower in the form of EXHIBIT G;
(kvii) a letter Borrowing Request and a Borrowing Base Certificate dated as of direction from Borrower the date of the first Loan, certified by the chief financial officer or treasurer of Borrower;
(viii) the Keep-Well Agreement of Parent;
(ix) documents similar to those described as items (iv) and (v) above with respect to the disbursement Parent;
(x) a duly executed original of the proceeds MERS Agreement; and
(xi) such other documents as Lender may reasonably request at any time at or prior to the date of the initial Loan under this Agreement;hereunder.
(lb) a fee letter, duly executed by Borrower and Lender; andNo Person other than Lender shall be listed in the field designated "interim funder" on the MERS(R) System.
(mc) such No Person other agreementsthan Lender holds any mortgage, documentspledge, instruments lien, security interest or other charge or encumbrance in, against or to any of the Mortgage Loans.
(d) Borrower shall have paid all fees and certificates as reimbursements to be paid to Lender may reasonably requestpursuant to any Loan Document, or otherwise due Lender and including reasonable fees and disbursements of Lender's attorneys.
Appears in 1 contract
Initial Loan. Notwithstanding The obligation of Lender to fund any provision contained Loan hereunder shall be subject to, in this Agreement addition to the contraryconditions precedent specified in Section 3.2, Lender shall have no obligation to make the initial Loan or issue the initial Letter of Credit under this Agreement unless Lender shall have first receivedfollowing terms and conditions:
(a) this Agreement and Borrower shall have delivered to Lender the Note, following (each of the following documents being duly executed by Borrower;
(b) the Guaranty, duly executed by Laclede Energy;
(c) a copy of resolutions (including an incumbency certificate) of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note delivered and the other Transaction Documents, certified by the Secretary of Borrower;
(d) a copy of resolutions of the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of Laclede Energy;
(e) copies of the Articles of Incorporation of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretary of State of the states of their respective incorporations;
(f) copies of the Bylaws of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretaries of Borrower and Laclede Energy;
(g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states of their respective incorporations;
(h) an opinion of the General Counsel of Borrower and Laclede Energy, in form and substance satisfactory to Lender, and, with the exception of the Note, each in a sufficient number of originals that Lender and Lender’s counsel;its counsel may have an executed original of each document):
(i) UCC search results from an executed counterpart of this Agreement and of all instruments, certificates and opinions referred to in this Article III not theretofore delivered (except the Missouri Borrowing Request which is to be delivered at the time provided in Subsection 3.2(a) hereof);
(ii) the Note;
(iii) the Security Agreement dated of even date herewith;
(iv) a certificate of the Secretary or Assistant Secretary of Borrower setting forth (i) resolutions of its board of directors authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and identifying the officers authorized to sign such instruments, (ii) specimen signatures of the officers so authorized, and (iii) articles of incorporation of Borrower certified by the appropriate Secretary of State for Borrower as of a recent date, and Laclede Energy(iv) bylaws of Borrower, certified as being accurate and complete;
(jv) copies a certificate of all financial statements the existence and other exhibits and schedules required by this Agreement and good standing for Borrower in its state of incorporation dated no earlier than fifteen (15) days prior to the other Transaction Documentsdate hereof; and
(vi) an opinion of counsel for Borrower in the form of Exhibit G;
(kvii) a letter Borrowing Request and a Borrowing Base Worksheet dated as of direction from Borrower with respect the date of the first Loan, certified by the chief financial officer or treasurer of Borrower;
(viii) a duly executed original of the MERS Agreement;
(ix) such other documents as Lender may reasonably request at any time at or prior to the disbursement of the proceeds date of the initial Loan under this Agreement;hereunder.
(lb) a fee letterNo Person, duly executed by Borrower and other than Lender; and, holds any mortgage, pledge, lien, security interest or other charge or encumbrance in, against or to any of the Mortgage Loans.
(mc) such other agreementsBorrower shall have paid all fees and reimbursements to be paid to Lender pursuant to any Loan Document, documents, instruments or otherwise due Lender and certificates as Lender may reasonably requestincluding reasonable fees and disbursements of Lender's attorneys.
Appears in 1 contract
Initial Loan. Notwithstanding any provision ------------ contained in this Agreement herein to the contrary, Lender Lenders shall have no obligation to make the initial any Loan or hereunder and Agent shall have no obligation to issue the initial any Letter of Credit under this Agreement Credit, unless Lender on or prior to June 2, 2000, Agent shall have first received, for itself and on behalf of the Lenders:
(a) this Agreement and the NoteNotes, each duly executed by a duly authorized officer of each Borrower;
(b) the Guaranty, duly executed by Laclede Energy;
(c) a copy copies of resolutions (including an incumbency certificate) of the Board of Directors of each Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note and the other each Transaction DocumentsDocument to which such Borrower is a party, certified by the Secretary of such Borrower;
(d) a copy of resolutions of the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of Laclede Energy;
(ec) copies of the Articles certificate or articles of Incorporation incorporation of Borrower the Parent and Laclede Energyeach Subsidiary of Parent, including any amendments thereto, certified by the Secretary of State of the states (or other appropriate government official) of their respective incorporationsjurisdictions of incorporation;
(fd) copies a copy of the Bylaws bylaws of Borrower the Parent and Laclede Energyeach Subsidiary of Parent, including any amendments thereto, certified by the Secretaries Secretary of Borrower the Parent or the respective Subsidiary;
(e) incumbency certificates, executed by the Secretary of each Borrower, which shall identify by name and Laclede Energytitle and bear the signatures of all of the officers of each Borrower;
(f) good standing certificates from the Secretary of State (or other appropriate government official) of the respective jurisdictions of incorporation of the Parent and each Subsidiary, and each other jurisdiction in which the Parent or any Subsidiary is qualified as a foreign corporation;
(g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states of their respective incorporations;
(h) an opinion of counsel of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the General Counsel Borrowers, substantially in the form of Borrower Exhibit I attached --------- hereto and Laclede Energyincorporated herein by reference, and an opinion of Texas local counsel to the Borrowers relating to the Deed of Trust in form and substance substance, and from counsel, reasonably satisfactory to Lender and Lender’s counselthe Agent;
(i) UCC search results from the Missouri Secretary payment by Borrowers of State for Borrower all costs and Laclede Energy;expenses currently payable by Borrowers pursuant to Sections 7.1(c) and 10.3; --------------- ----
(j) copies of all financial statements and other exhibits and schedules required by this Agreement and the other Transaction Documentsinitial Borrowing Base Certificate;
(k) the policies or certificates of insurance required by Section 7.1(d) hereof; --------------
(l) the Fee Letter;
(m) the Security Agreement, financing statements, and such other documents as Agent shall require under Section 5.1, each ----------- executed by a letter duly authorized officer of direction from Borrower each Borrower;
(n) such Acknowledgment Agreements as may be required in order for Borrowers to comply with the provisions of Section 2(d) of ------------ the Security Agreement with respect to the disbursement locations listed on Exhibit A to the Security Agreement; ---------
(o) the Pledge Agreement executed by a duly authorized officer of Parent and share certificates and duly executed instruments of transfer for the proceeds of stock pledged by the initial Loan under this Parent pursuant to the Pledge Agreement;
(lp) a fee letter, duly the Pledge Agreement (Securities Account) executed by Borrower a duly authorized officer of Parent;
(q) the Deed of Trust Amendment, fully executed and Lendernotarized;
(r) an endorsement reasonably satisfactory to Agent to the Existing Mortgage Policy assuring Agent that the Existing Deed of Trust is a valid and enforceable first priority mortgage lien on the Abilene Facility, free and clear of all defects and encumbrances except Permitted Liens; and
(ms) such other agreements, documents, instruments and certificates as Lender Agent may reasonably request. In the event the foregoing conditions precedent shall not have been satisfied on or prior to May 31, 2000, Lenders shall have no obligation to make any Loan hereunder and Agent shall have no obligation to issue any Letter of Credit. On the Restatement Effective Date, (i) unless otherwise agreed by Agent and Borrowers, each Existing Lender shall have surrendered to Agent for cancellation the promissory notes issued to it pursuant to the Existing Credit Agreement in respect of its Existing Term Loans, Existing Revolving Credit Loans and Existing Swingline Loans, (ii) all Existing Term Loans, Existing Revolving Credit Loans and Existing Swingline Loans shall be deemed for all purposes to constitute "Loans" hereunder and the interest rates applicable thereto shall be determined in accordance with Section 3.7, and (iii) Agent shall have ----------- received evidence in form, scope and substance satisfactory to it that the matters set forth in this grammatical paragraph have been satisfied on such date.
Appears in 1 contract
Initial Loan. Notwithstanding any provision contained in this Agreement herein to the contrary, Lender Bank shall have no obligation to make the initial any Loan or issue the initial Letter of Credit under this Agreement hereunder unless Lender Bank shall have first received:
(a) this Agreement and the Note, each duly executed by a duly authorized officer of Borrower;
(b) the GuarantyAmendment to Security Agreement and such other documents as Bank may reasonably require under Section 5.1, each duly executed by Laclede Energyan authorized officer of Borrower;
(c) a copy of resolutions (including an incumbency certificate) of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this AgreementAgreement and the Note, the Note Amendment to Security Agreement and the other Transaction Documents, certified by the Secretary of Borrower;
(d) a certificate of corporate good standing of Borrower issued by the Secretary of State of the State of California;
(e) the Guaranty, duly executed by Agri-Nutrition Group Limited;
(f) the Consent of Agri-Nutrition Group Limited in the form attached hereto, acknowledging the amendments contained herein and the continuing effectiveness of the Pledge Agreement and the Subordination Agreement, duly executed by an authorized officer of Agri-Nutrition Group Limited;
(g) a copy of resolutions Resolutions of the Board of Directors (including an incumbency certificate) of Laclede EnergyGuarantor, duly adopted, which authorize the execution, delivery and performance of its Guarantythe Guaranty and the Subordination Agreement, certified by the Secretary of Laclede EnergyGuarantor;
(eh) copies a Certificate of the Articles Corporate Good Standing of Incorporation of Borrower and Laclede EnergyGuarantor, including any amendments thereto, certified by the Secretary of State of the states of their respective incorporations;
(f) copies of the Bylaws of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretaries of Borrower and Laclede Energy;
(g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states State of their respective incorporations;
(h) an opinion of the General Counsel of Borrower and Laclede Energy, in form and substance satisfactory to Lender and Lender’s counselDelaware;
(i) UCC search results from the Missouri Secretary Consent of State for Borrower ▇▇▇▇ ▇. ▇▇▇▇▇▇, Inc. and Laclede Energy▇▇▇▇ ▇. ▇▇▇▇▇▇ in the form attached hereto, acknowledging the amendments contained herein and the continuing effectiveness of the Intercreditor Agreement, duly executed by an authorized officer of ▇▇▇▇ ▇. ▇▇▇▇▇▇, Inc. and by ▇▇▇▇ ▇. ▇▇▇▇▇▇;
(j) copies the Consent of all financial statements and other exhibits and schedules required by this Agreement St. ▇▇▇ VRx Products Limited in the form attached hereto, acknowledging the amendments contained herein and the other Transaction Documentscontinuing effectiveness of the Subordination Agreement executed by St. ▇▇▇ VRx Products Limited in favor of Bank, duly executed by an authorized officer of St. ▇▇▇ VRx Products Limited;
(k) a letter an opinion of direction from counsel of ▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇, independent counsel to Borrower with respect to and Guarantor, in the disbursement form of the proceeds of the initial Loan under this AgreementExhibit D attached hereto and incorporated herein by reference;
(l) a fee letter, duly executed the initial Borrowing Base Certificate required by Borrower and LenderSection 3.1(c);
(m) the Borrowing Notice required by Section 3.2; and
(mn) such other agreements, documents, instruments and certificates as Lender Bank may reasonably request.
Appears in 1 contract
Sources: Revolving Credit Agreement (Agri Nutrition Group LTD)
Initial Loan. Notwithstanding The obligation of Lender to fund any provision contained Loan hereunder shall be subject to, in this Agreement addition to the contraryconditions precedent specified in Section 3.2, Lender shall have no obligation to make the initial Loan or issue the initial Letter of Credit under this Agreement unless Lender shall have first receivedfollowing terms and conditions:
(a) this Agreement and Borrowers shall have delivered to Lender the Note, following (each of the following documents being duly executed by Borrower;
(b) the Guaranty, duly executed by Laclede Energy;
(c) a copy of resolutions (including an incumbency certificate) of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note delivered and the other Transaction Documents, certified by the Secretary of Borrower;
(d) a copy of resolutions of the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of Laclede Energy;
(e) copies of the Articles of Incorporation of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretary of State of the states of their respective incorporations;
(f) copies of the Bylaws of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretaries of Borrower and Laclede Energy;
(g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states of their respective incorporations;
(h) an opinion of the General Counsel of Borrower and Laclede Energy, in form and substance satisfactory to Lender, and, with the exception of the Note, each in a sufficient number of originals that Lender and Lender’s counsel;its counsel may have an executed original of each document):
(i) UCC search results from an executed counterpart of this Agreement and of all instruments and certificates referred to in this Article III not theretofore delivered (except the Missouri Borrowing Request which is to be delivered at the time provided in Subsection 3.2(a) hereof);
(ii) the Note;
(iii) the Security Agreement dated of even date herewith;
(iv) a certificate of the Secretary or Assistant Secretary of Duxford Borrower setting forth (i) resolutions of its board of directors authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and identifying the officers authorized to sign such instruments, (ii) specimen signatures of the officers so authorized, and (iii) articles of incorporation of Duxford certified by the appropriate Secretary of State for Borrower as of a recent date, and Laclede Energy(iv) bylaws of Duxford, certified as being accurate and complete;
(jv) copies a certificate of all financial statements the existence and other exhibits and schedules required by this Agreement and good standing for Duxford in its state of incorporation dated no earlier than fifteen days prior to the other Transaction Documentsdate hereof;
(kvi) a letter of direction from Borrower documents similar to those described in items (iv) and (v) above with respect to the disbursement Bayport;
(vii) [Intentionally Omitted];
(viii) a Borrowing Request and a Borrowing Base Worksheet dated as of the proceeds date of the first Loan, certified by authorized officers of Borrowers;
(ix) the Keep Well Agreement executed by Parent;
(x) documents similar to those described as items (iv) and (v) above with respect to Parent;
(xi) a duly executed original of the MERS Agreement; and
(xii) such other documents as Lender may reasonably request at any time at or prior to the date of the initial Loan under this Agreement;hereunder.
(lb) a fee letterNo Person, duly executed by Borrower and other than Lender; and, holds any mortgage, pledge, lien, security interest or other charge or encumbrance in, against or to any of the Mortgage Loans.
(mc) such other agreementsBorrowers shall have paid all fees and reimbursements to be paid to Lender pursuant to any Loan Document, documents, instruments or otherwise due Lender and certificates as Lender may reasonably requestincluding reasonable fees and disbursements of Lender’s attorneys.
Appears in 1 contract
Initial Loan. Notwithstanding any provision contained in this Agreement to the contrary, Lender shall have no obligation to make the initial Loan or issue the initial Letter of Credit under this Amended and Restated Loan Agreement unless Lender shall have first received:
(a) this Agreement and the NoteNotes, each duly executed by Borrower;
(b) the GuarantySecurity Agreement (which must be in form and substance satisfactory to Lender) and such Uniform Commercial Code financing statements and other documents as Lender may require in connection therewith, each duly executed by Laclede EnergyBorrower;
(c) a copy of resolutions (including an incumbency certificate) of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note Notes and the other Transaction DocumentsDocuments executed by Borrower, certified by the Secretary of Borrower;
(d) a copy of resolutions of the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified executed by the Secretary of Laclede EnergyBorrower, which shall identify by name and title and bear the signatures of all of the officers of Borrower executing any of the Transaction Documents;
(e) copies of the Articles of Incorporation of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretary of State of the states of their respective incorporations;
(f) copies of the Bylaws of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretaries of Borrower and Laclede Energy;
(g) certificates certificate of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states State of their respective incorporationsMinnesota;
(f) the Borrowing Base Certificate required by Section 2.01(c);
(g) the Notice of Borrowing required by Section 2.04;
(h) an opinion evidence of the General Counsel proper filing of Borrower UCC-1 Financing Statements perfecting first priority security interests in favor of Lender in all of the Collateral and Laclede Energy, all of the Third Party Collateral;
(i) evidence satisfactory to Lender of the insurance required by this Agreement and the other Transaction Documents together with loss payable endorsements in form and substance satisfactory to Lender and Lender’s counsel;
(i) UCC search results from , duly executed by the Missouri Secretary of State for Borrower and Laclede Energyinsurance company;
(j) copies of all financial statements and other exhibits Exhibits and schedules Schedules required by this Agreement and the other Transaction Documents;
(k) a letter of direction from Borrower with respect to the disbursement of the proceeds of the initial Loan under this Agreementsuch mortgagee, bailee, landlord or warehousemen's waivers as Lender may deem necessary regarding locations at which any Collateral and/or Third Party Collateral is or will be stored or otherwise located;
(l) a fee letter, duly executed by Borrower and Lender; and
(m) such other agreements, documents, instruments and certificates as Lender may reasonably request. Any one or more of the conditions set forth above which have not been satisfied by Borrower on or prior to the date of disbursement of the initial Loan under this Amended and Restated Loan Agreement shall not be deemed permanently waived by Lender unless Lender shall waive the same in a writing which expressly states that the waiver is permanent, and in all cases in which the waiver is not stated to be permanent Lender may at any time subsequent thereto insist upon compliance and satisfaction of any such condition as a condition to any subsequent Loan under this Agreement and failure of Borrower to comply with any such condition within five (5) Business Day's written notice from Lender to Borrower shall constitute an Event of Default.
Appears in 1 contract
Sources: Loan Agreement (Featherlite Inc)
Initial Loan. Notwithstanding any provision contained in The effectiveness of this Agreement is subject to the contrary, Lender shall have no obligation to make the initial Loan or issue the initial Letter of Credit under this Agreement unless Lender shall have first receivedfollowing conditions precedent:
(a) The Borrower shall have delivered or shall have caused to be delivered the documents and other items listed below, together with any other documents requested by the Agent to document the agreements and intent of the Loan Documents, each in form and with substance reasonably satisfactory to the Agent:
(i) The Agent shall have received this Agreement, the Agents Fee Letter, the Guaranty made by Hanover/Smit▇, the Guaranty made by Hanover Maintech, the Guaranty made by Hanover Land, and the Guaranty made by Hanover Acquisition, each duly executed and delivered by the appropriate parties;
(ii) The Agent shall have received copies of the Chemical Credit Agreement and all related promissory notes, guaranties, and other documents and agreements executed in connection therewith, each duly executed and delivered by the appropriate parties;
(iii) The Agent shall have received copies of the Collateral Trust Agreement, the Pledge Agreement made by the Borrower, the Security Agreement made by the Borrower, the Security Agreement made by Hanover/Smit▇, ▇▇e Security Agreement made by Hanover Maintech, the Security Agreement made by Hanover Land, the Security Agreement made by Hanover Acquisition, the Mortgages made by the Borrower, the Mortgages made by Hanover/Smit▇, ▇▇d the Mortgage made by Hanover Land, each duly executed and delivered by the appropriate parties;
(iv) The Agent shall have received copies of all stock certificates, financing statements, lien filings, lien waivers, and other documents and agreements necessary or desirable to create and perfect the security interests and liens purported to be created by the terms of the Security Documents described in paragraph (iii) above, each duly executed and delivered by the appropriate parties (and as required in paragraph (b) below, ready for filing and recording);
(v) The Agent shall have received opinions of counsel for the Borrower by Neal, ▇▇rber & Eise▇▇▇▇▇ ▇▇▇ by local counsel approved by the Agent in New York, Alabama, Arkansas, Colorado, Kansas, Louisiana, New Mexico, Oklahoma, and Texas, each executed and delivered by the appropriate counsel;
(vi) The Agent shall have received certificates of secretary or assistant secretary certifying the existence, good standing, qualification to do business, articles and bylaws, and resolutions for the transactions related to this Agreement and the NoteLoan Documents for the Borrower, each duly executed Hanover/Smit▇, ▇▇nover Maintech, Hanover Land, and Hanover Acquisition; and
(vii) The Agent shall have received a listing of the current asset locations of the Borrower and its Subsidiaries, lien searches and title reports in all jurisdictions required to create and perfect the liens purported to be created by Borrower;the Security Documents, and evidence that with respect to all material purchase transactions entered
(b) Where applicable, the GuarantySecurity Documents, financing statements, and other documents and agreements described in paragraph (a) requiring filing or recording in public records shall have been duly executed delivered to the appropriate offices for filing or recording and the Agent shall have received confirmations of receipt thereof by Laclede Energythe appropriate filing or recording offices, and the original copies of all chattel paper in which the Collateral Trustee shall be granted a Lien under the Security Agreements, including without limitation all leases of natural gas compressors or oil and gas production equipment by any Loan Parties as lessor, shall have been stamped or otherwise marked with the legend required by Section 5(b) of each of the Security Agreements;
(c) a copy of resolutions (including an incumbency certificate) of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note The Agent and the other Transaction DocumentsLenders shall have completed their due diligence, certified by including environmental due diligence, with respect to the Secretary of BorrowerBorrower and its Subsidiaries and shall be satisfied with the results thereof;
(d) a copy of resolutions of The Agent shall have received evidence reasonably satisfactory to it that each Loan Party has obtained the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified insurance policies required by the Secretary of Laclede EnergyLoan Documents;
(e) copies of The Agent, the Articles of Incorporation of Borrower Lenders, and Laclede Energy, including any amendments thereto, certified by the Secretary of State of the states of their respective incorporationscounsel shall have been paid and reimbursed for all fees and expenses due and payable;
(f) copies The Agent shall have received a pro forma consolidated balance sheet of the Bylaws Borrower as of Borrower September 30, 1995, adjusted to give effect to the consummation of all equity transactions, the transactions contemplated by this Agreement, and Laclede Energy, including any amendments thereto, certified the transactions contemplated by the Secretaries of Borrower Chemical Credit Agreement, in form and Laclede Energysubstance reasonably satisfactory to the Agent;
(g) certificates The Agent shall have received a satisfactory business plan for fiscal year 1996 and a satisfactory written analysis of corporate good standing the business and prospects of the Borrower and Laclede Energy issued by its Subsidiaries for the Secretary period from the date of State of this Agreement through the states of their respective incorporationsnext five years, in form and substance reasonably satisfactory to the Agent;
(h) an opinion The Agent shall have received such other documents as it may reasonably have requested at any time at or prior to the execution of the General Counsel of Borrower and Laclede Energy, in form and substance satisfactory to Lender and Lender’s counselthis Agreement;
(i) UCC search results from No Default exists, and the Missouri Secretary Agent shall have received at the time a compliance certificate, which shall be true and correct, in the form of State for Exhibit C attached hereto, duly and properly executed by a Responsible Officer of the Borrower and Laclede Energy;dated as of the date of this Agreement, reflecting that no Default exists; and
(j) copies All of all financial statements the representations and other exhibits warranties of the Borrower and schedules required by each Loan Party contained in this Agreement and the other Transaction Documents;
Loan Documents shall be true and correct in all material respects (k) a letter of direction from Borrower with respect to the disbursement of the proceeds of the initial Loan under taking into account certain fixed dates specified for certain representations and warranties in this Agreement;
(l) a fee letter, duly executed by Borrower and Lender; and
(m) such other agreements, documents, instruments and certificates as Lender may reasonably request).
Appears in 1 contract
Initial Loan. Notwithstanding any provision contained in this Agreement to The obligation of the contrary, Lender shall have no obligation to make the initial Loan loan on the first borrowing date shall be subject to the fulfillment prior to or issue contemporaneously with the initial Letter making of Credit under this Agreement unless such loan of the following conditions precedent:
(i) The Lender shall have received an opinion of legal counsel to ATII and each other Borrower as of such date, dated the first received:borrowing date, in a form and substance satisfactory to Lender.
(aii) Lender shall have received a certificate of a responsible officer of ATII and each other Borrower as of such date, dated the first borrowing date, as to the authority of such Borrower(s) to execute, deliver and perform this Agreement and the Note, each duly executed by Borrower;all Notes.
(biii) The Lender shall have received a certificate of a responsible officer of ATII and each other Borrower as of such date, dated the Guarantyfirst borrowing date, duly executed by Laclede Energy;
(c) a copy of resolutions (including an as to the incumbency certificate) and signature of the Board of Directors of Borrower, duly adopted, which authorize officer or officers signing the execution, delivery and performance of this Agreement, the Note Notes and any other certificate or other documents to be delivered pursuant thereto, together with evidence of the other Transaction Documentsincumbency of such responsible officer.
(iv) The Lender shall have received copies of all consolidated financial statements of ATII as required by Lender.
(v) The Lender shall have received copies, certified by a responsible officer of ATII to the Secretary satisfaction of Borrower;
(d) a copy Lender, of resolutions of the Board of Directors contracts in effect between one or more Borrowers and Qwest and Vartec containing such terms as are customary for such business (including an incumbency certificatebut not limited to pricing) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of Laclede Energy;
(e) copies of the Articles of Incorporation of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretary of State of the states of their respective incorporations;
(f) copies of the Bylaws of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretaries of Borrower and Laclede Energy;
(g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states of their respective incorporations;
(h) an opinion of the General Counsel of Borrower and Laclede Energy, in form and substance satisfactory to Lender and Lender’s counsel;.
(ivi) UCC search results from The Lender shall have received copies, certified by a responsible officer of ATII to the Missouri Secretary satisfaction of State for Borrower Lender, of a copy of a vendor financing facility in effect between one or more Borrowers and Laclede Energy;Network Equipment Technologies, Inc. providing at least $1,000,000 of unrestricted borrowing availability and containing such terms as are customary (including but not limited to interest rates) in form and substance satisfactory to Lender.
(jvii) copies The Lender shall have received copies, certified by a responsible officer of all financial statements and other exhibits and schedules required by this Agreement and the other Transaction Documents;
(k) a letter of direction from Borrower with respect ATII to the disbursement satisfaction of Lender, of a copy of a senior secured loan facility of ATII with Coast Business Credit the proceeds "SENIOR SECURED FACILITY" providing a credit line of the initial Loan under this Agreement;
at least $5,000,000 and containing such terms as are customary (lincluding but not limited to interest rates) a fee letter, duly executed by Borrower in form and substance satisfactory to Lender; and
(m) such other agreements, documents, instruments and certificates as Lender may reasonably request.
Appears in 1 contract
Sources: Loan and Security Agreement (American Telesource International Inc)
Initial Loan. Notwithstanding any provision contained in this Agreement to the contrary, Lender shall have no obligation to make the initial Loan or issue the initial Letter of Credit under this Agreement unless Lender shall have first receivedreceived the following, all in form and substance acceptable to Lender and Lender’s counsel:
(a) this Agreement and the Note, each duly executed by Borroweran Authorized Person;
(b) the GuarantyCertificate of the Corporate Secretary, duly executed by Laclede Energy;
the Corporate Secretary of Borrower, with the following attached: (ci) a copy copies of the Amended Articles of Incorporation of Borrower, including any amendments thereto, certified by the Secretary of State of Ohio; (ii) copies of the Code of Regulations of Borrower, including any amendments thereto; (iii) copies of the resolutions (including an incumbency certificate) of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note Note, and the other Transaction Loan Documents; and (iv) a current certificate of good standing for Borrower, certified issued by the Ohio Secretary of State;
(c) the Certificate of Chief Financial Officer, executed by the Chief Financial Officer of Borrower;
(d) a copy an opinion of resolutions of the Board of Directors (including an incumbency certificate) of Laclede Energycounsel from Vorys, duly adopted▇▇▇▇▇, which authorize the execution▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, delivery counsel to Borrower and performance of its Guaranty, certified by the Secretary of Laclede EnergySubsidiary Bank;
(e) copies of the Articles of Incorporation financial statements of Borrower and Laclede Energy, including any amendments thereto, certified Subsidiary Bank as reasonably requested by the Secretary of State of the states of their respective incorporationsLender;
(f) copies of the Bylaws Uniform Commercial Code searches of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretaries of Borrower and Laclede EnergySubsidiary Bank;
(g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states of their respective incorporations;
(h) an opinion of the General Counsel of Borrower and Laclede Energy, in form and substance satisfactory to Lender and Lender’s counsel;
(i) UCC search results from the Missouri Secretary of State for Borrower and Laclede Energy;
(j) copies of all financial statements and other exhibits and schedules required by this Agreement and the other Transaction Documents;
(k) a letter of direction from Borrower with respect to the disbursement of the proceeds of the initial Loan under this Agreement;
(l) a fee letter, duly executed by Borrower and Lender; and
(m) such other agreements, documents, instruments instruments, certificates and certificates assurances as Lender may reasonably request; and
(h) Confirmation of Preconditions, executed by Lender and provided to Borrower. Any one or more of the conditions set forth above which have not been satisfied by Borrower on or prior to the date of disbursement of the initial Loan under this Agreement shall not be deemed permanently waived by Lender unless Lender shall waive the same in a writing which expressly states that the waiver is permanent, and in all cases in which the waiver is not stated to be permanent Lender may at any time subsequent thereto insist upon compliance and satisfaction of any such condition as a condition to any subsequent Loan under this Agreement and failure of Borrower to comply with any such condition within five (5) Business Day’s written notice from Lender to Borrower shall constitute an Event of Default.
Appears in 1 contract
Sources: Loan Agreement (Peoples Bancorp Inc)
Initial Loan. Notwithstanding any provision contained in this Agreement ------------ herein to the contrary, Lender Lenders shall have no obligation to make the initial any Loan or hereunder and Agent shall have no obligation to issue the initial any Letter of Credit under this Agreement Credit, unless Lender shall have first receivedon or prior to November 30, 1999:
(a) Agent shall have first received on or prior to November 30, 1999, for itself and on behalf of the Lenders:
(i) this Agreement and the NoteNotes, each duly executed by a duly authorized officer of each Borrower;
(bii) the GuarantySecurity Agreement, duly financing statements, and such other documents as Agent shall require under Section 5.1, each executed by Laclede Energya duly authorized officer of each Borrower;
(ciii) a copy copies of resolutions (including an incumbency certificate) of the Board of Directors of each Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note and the other each Transaction DocumentsDocument to which such Borrower is a party, certified by the Secretary of such Borrower;
(d) a copy of resolutions of the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of Laclede Energy;
(eiv) copies of the Articles certificate or articles of Incorporation incorporation of Borrower the Parent and Laclede Energyeach Subsidiary of Parent, including any amendments thereto, certified by the Secretary of State of the states (or other appropriate government official) of their respective incorporationsjurisdictions of incorporation;
(fv) copies a copy of the Bylaws bylaws of Borrower the Parent and Laclede Energyeach Subsidiary of Parent, including any amendments thereto, certified by the Secretaries Secretary of Borrower and Laclede Energythe Parent or the respective Subsidiary;
(gvi) certificates of corporate good standing of Borrower and Laclede Energy issued incumbency certificates, executed by the Secretary of State each Borrower, which shall identify by name and title and bear the signatures of all of the states officers of their respective incorporationseach Borrower;
(hvii) good standing certificates from the Secretary of State (or other appropriate government official) of the respective jurisdictions of incorporation of the Parent and each Subsidiary, and each other jurisdiction in which the Parent or any Subsidiary is qualified as a foreign corporation;
(viii) an opinion of counsel of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the General Counsel Borrowers, substantially in the form of Borrower Exhibit J --------- attached hereto and Laclede Energyincorporated herein by reference, and an opinion of Texas local counsel to the Borrowers relating to the Deed of Trust in form and substance substance, and from counsel, reasonably satisfactory to Lender and Lender’s counselthe Agent;
(iix) UCC search results from the Missouri Secretary of State Borrowing Notices required by Sections 3.5(a), 3.5(b), 3.5(d) and/or the initial application for Borrower and Laclede Energyan Acquisition Revolving Credit Loan required by Section 3.5(c);
(jx) copies a pro-forma consolidated balance sheet for the Parent and its Consolidated Subsidiaries giving effect to the consummation of all financial statements and other exhibits and schedules required the transactions contemplated by this Agreement and the other Transaction DocumentsDocuments including, without limitation, the SPHL Acquisition, accompanied by a solvency certificate of the chief financial officer of the Parent;
(kxi) payment by Borrowers of all costs and expenses currently payable by Borrowers pursuant to Sections 7.1(c) and 10.3;
(xii) the initial Borrowing Base Certificate; 55
(xiii) the policies or certificates of insurance required by Section 7.1(d) hereof;
(xiv) the Fee Letter;
(xvi) the Pledge Agreement executed by a duly authorized officer of Parent and share certificates and duly executed instruments of transfer for the stock pledged by the Parent pursuant to the Pledge Agreement; and
(xvii) The Agent shall have received, in form and substance reasonably satisfactory to the Agent:
(A) the Deed of Trust, fully executed and notarized, encumbering the fee interest ZPI in the Abilene Facility;
(B) a letter title report obtained by ZPI in respect of direction from Borrower the Abilene Facility;
(C) an ALTA mortgagee title insurance policy (the "Mortgagee Policy"), in an amount not less than the amount designated in Schedule 4.1(a)(xvii) with respect to the disbursement Abilene --------------------- Facility, assuring the Agent that the Deed of Trust creates a valid and enforceable first priority mortgage lien on the Abilene Facility, free and clear of all defects and encumbrances except Permitted Liens, which Mortgagee Policy shall be in form and substance satisfactory to the Agent and shall provide for affirmative insurance and such reinsurance as the Agent may reasonably request, all of the proceeds of foregoing in form and substance satisfactory to the initial Loan under this AgreementAgent;
(lD) Evidence, which may be in the form of a fee letterletter from an insurance broker or a municipal engineer, duly executed as to whether (a) the Abilene Facility is in an area designated by Borrower the Federal Emergency Management Agency as having special flood or mud slide hazards (a "Flood Hazard Property") and Lender(b) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program;
(E) If the Abilene Facility is a Flood Hazard Property, ZPI's written acknowledgment of receipt of written notification from the Agent (a) as to the existence of each such Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program;
(F) Maps or plats of an as-built survey of the site of the Abilene Facility certified to the Agent and the title insurance company issuing the policy referred to in Section 4.1(a)(xvii)(C) (the "Title Insurance Company") in a manner reasonably satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land survey or reasonably satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (1) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (2) the lines of streets abutting the sites and width thereof; (3) all access and other easements appurtenant to the sites necessary to use the sites; (4) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (5) any encroachments on any adjoining property by the building structures and improvements on the sites; and (6) if the site is described as being on a filed map, a legend relating the survey to said map; and
(mG) Evidence satisfactory to the Agent that the Abilene Facility, and the uses of the Abilene Facility, are in compliance in all material respects with all applicable laws, regulations and ordinances including without limitation health and environmental protection laws, erosion control ordinances, storm drainage control laws, doing business and/or licensing laws, zoning laws (the evidence submitted as to zoning should include the zoning designation made for the Real Property, the permitted uses of the Real Property under such zoning designation and zoning requirements as to parking, lot size, ingress, egress and building setbacks) and laws regarding access and facilities for disabled persons including, but not limited to, the federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.
(xviii) such other agreements, documents, instruments and certificates as Lender Agent may reasonably request.
(b) On or prior to the funding of the initial Loans hereunder, (i) Parent or a Subsidiary of Parent shall have acquired 100% of the capital stock or ownership interests of Structural Polymer (Holdings) Limited (the "SPHL Acquisition") and (ii) the Agent and the Lenders shall have received true and correct copies of all agreements and other documents relating to such acquisition (the "SPHL Acquisition Documents"), all of which shall be in form and substance satisfactory to the Agent and the Lenders. All conditions precedent to the obligations of Parent or such Subsidiary of Parent in respect of the SPHL Acquisition as set forth in the SPHL Acquisition Documents shall have been satisfied and not waived (unless waived with the consent of the Agent and the Lenders) and the SPHL Acquisition shall have been consummated in accordance with all applicable law and with the SPHL Acquisition Documents. 57 In the event the foregoing conditions precedent shall not have been satisfied on or prior to November 30, 1999, Lenders shall have no obligation to make any Loan hereunder and Agent shall have no obligation to issue any Letter of Credit.
Appears in 1 contract
Initial Loan. Notwithstanding any provision contained in this Agreement to the contrary, Lender shall have no obligation to make the initial Loan or issue the initial Letter of Credit under this Agreement unless Lender shall have first received:
(a) this Agreement and the Note, each duly executed by Borrower;
(b) the GuarantyGuaranties, duly executed by Laclede EnergyEnergy and SM&P;
(c) a copy of resolutions (including an incumbency certificate) of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note and the other Transaction Documents, certified by the Secretary of Borrower;
(d) a copy of resolutions of the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of Laclede Energy;
(e) a copy of resolutions of the Board of Directors (including an incumbency certificate) of SM&P, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of SM&P;
(f) copies of the Articles of Incorporation of Borrower Borrower, Laclede Energy and Laclede EnergySM&P, including any amendments thereto, certified by the Secretary of State of the states of their respective incorporations;
(fg) copies of the Bylaws of Borrower Borrower, Laclede Energy and Laclede EnergySM&P, including any amendments thereto, certified by the Secretaries of Borrower Borrower, Laclede Energy and Laclede EnergySM&P;
(gh) certificates of corporate good standing of Borrower and Borrower, Laclede Energy and SM&P issued by the the Secretary of State of the states of their respective incorporations;
(hi) an opinion of the General Counsel of Borrower Borrower, Laclede Energy and Laclede Energyof SM&P, in form and substance satisfactory to Lender and Lender’s counsel;
(ij) UCC search results from the Missouri Secretary of State for Borrower and Laclede Energy, and from the Indiana Secretary of State for SM&P;
(jk) copies of all financial statements and other exhibits and schedules required by this Agreement and the other Transaction Documents;
(kl) a letter of direction from Borrower with respect to the disbursement of the proceeds of the initial Loan under this Agreement;
(l) a fee letter, duly executed by Borrower and Lender; and
(m) such other agreements, documents, instruments and certificates as Lender may reasonably request.
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Initial Loan. Notwithstanding any provision contained in this Agreement to the contrary, The Lender shall have no obligation not be required to make the initial Loan or issue hereunder unless the initial Letter of Credit under this Agreement unless Lender shall have first receivedBorrower has furnished to the Lender:
(ai) this Agreement and A Note payable to the NoteLender, each if so requested by the Lender pursuant to Section 2.10;
(ii) A duly executed Security Agreement;
(iii) A duly executed Trademark Security Agreement;
(iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Loan hereunder, no Default or Unmatured Default has occurred and is continuing;
(v) An Insurance Certificate, signed by the chief financial officer or the president of the Borrower;
(bvi) Evidence satisfactory to the GuarantyLender that, duly executed by Laclede Energyupon the date of the initial Loan made hereunder, all Indebtedness of the Borrower outstanding under the Bridge Facility shall be paid in full with the proceeds of such Loan;
(cvii) a Such fees as shall be payable to the Lender pursuant to the Fee Letter;
(viii) A written opinion of counsel to the Borrower, in form and substance reasonably satisfactory to the Lender;
(ix) A copy of resolutions (including an incumbency certificate) the articles or certificate of incorporation of the Board of Directors of Borrower, duly adoptedtogether with all amendments thereto, which authorize and a certificate of existence, each certified by the execution, delivery and performance appropriate governmental officer in its jurisdiction of this Agreement, the Note and the other Transaction Documentsincorporation;
(x) A copy, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws;
(dxi) a copy of resolutions of the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its GuarantyA copy, certified by the Secretary or an Assistant Secretary of Laclede Energythe Borrower, of Board of Directors' resolutions of the Borrower and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is party;
(exii) copies of the Articles of Incorporation of Borrower and Laclede EnergyIncumbency certificates, including any amendments thereto, certified executed by the Secretary of State or an Assistant Secretary of the states Borrower, which shall identify by name and title and bear the signatures of their respective incorporationsthe officers authorized to sign the Loan Documents, upon which certificate the Lender shall be entitled to rely until informed of any change in writing by the Borrower;
(fxiii) copies of Such UCC-1 financing statements as required to be filed pursuant to the Bylaws of Borrower and Laclede Energy, including any amendments thereto, certified by the Secretaries of Borrower and Laclede Energy;
(g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states of their respective incorporations;
(h) an opinion of the General Counsel of Borrower and Laclede Energy, in form and substance satisfactory to Lender and Lender’s counsel;
(i) UCC search results from the Missouri Secretary of State for Borrower and Laclede Energy;
(j) copies of all financial statements and other exhibits and schedules required by this Security Agreement and the other Transaction Documents;
(k) a letter of direction from Borrower with respect to the disbursement of the proceeds of the initial Loan under this Trademark Security Agreement;
(l) a fee letter, duly executed by Borrower and Lender; and
(mxiv) such Such other agreements, documents, instruments and certificates documents as the Lender or its counsel may have reasonably requestrequested.
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Sources: Credit Agreement (Rockshox Inc)