AUTHORIZATION OF ACTIONS. All action on the part of Purchaser necessary and sufficient to authorize the execution, delivery and performance of this Agreement and the consummation the transactions provided for herein shall have been duly and validly taken by Purchaser, and Seller shall have been furnished with a certificate of the Secretary or Assistant Secretary of Purchaser setting forth a copy of the resolution or other instrument authorizing the performance of all other transactions provided for in this Agreement.
AUTHORIZATION OF ACTIONS. TO BE TAKEN BY THE TRUSTEE UNDER THE COLLATERAL DOCUMENTS AND THE INTERCREDITOR AGREEMENT. Subject to the provisions of the Collateral Documents and the Intercreditor Agreement, (a) the Trustee may, in its sole discretion and without the consent of the Holders, take all actions as it deems necessary or appropriate in order to (i) enforce any of the terms of the Collateral Documents and the Intercreditor Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company hereunder and (b) the Trustee shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any act that may be unlawful or in violation of the Collateral Documents, the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest thereunder or be prejudicial to the interests of the Holders or of the Trustee). No duty beyond that of a reasonably prudent Person shall rest upon the Trustee in taking any such action or instituting and maintaining any such suits or proceedings pursuant to this Section 10.9.
AUTHORIZATION OF ACTIONS. TO BE TAKEN BY THE COLLATERAL AGENT OR THE TRUSTEE UNDER THE SECURITY DOCUMENTS 123 SECTION 11.06. AUTHORIZATION OF RECEIPT OF FUNDS BY THE COLLATERAL AGENT AND THE TRUSTEE UNDER THE SECURITY DOCUMENTS 123 SECTION 11.07. DUTCH SECURITY 123 ARTICLE 12 MISCELLANEOUS 124 SECTION 12.01. TRUST INDENTURE ACT CONTROLS 124 SECTION 12.02. NOTICES 124 SECTION 12.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES 126 SECTION 12.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT 126 SECTION 12.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION 126 SECTION 12.06. RULES BY TRUSTEE AND AGENTS 127 SECTION 12.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS 127 SECTION 12.08. GOVERNING LAW 127 SECTION 12.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS 127 SECTION 12.10. SUCCESSORS 127 SECTION 12.11. SEVERABILITY 127 SECTION 12.12. COUNTERPART ORIGINALS 127 SECTION 12.13. TABLE OF CONTENTS, HEADINGS, ETC. 128 SECTION 12.14. CONSENT TO JURISDICTION; SUBMISSION TO PROCESS; WAIVER OF JURY TRIAL 128 SECTION 12.15. PRESCRIPTION 129 SECTION 12.16. BAIL-IN 129 SECTION 12.17. PATRIOT ACT 130 EXHIBIT A Form of Note A-1 EXHIBIT C Form of Certificate to be delivered by Institutional Accredited Investors C-1 EXHIBIT D Form of Notation of Note Guarantee D-1 EXHIBIT E Form of Supplemental Indenture E-1 SCHEDULE I Specified Disposals Sch I-1 SCHEDULE II Specified Liquidation Entities Sch II-1 SCHEDULE IV Agreed Security Principles Sch IV-1 This Indenture, dated as of [●], 2018 is among CGG Holding (U.S.) Inc., a company incorporated in the State of Delaware (the “Company”), any Guarantors (as hereinafter defined) party hereto and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), The Bank of New York Mellon, London Branch, as principal paying agent (in such role, the “Principal Paying Agent”), calculation agent (in such role, the “Calculation Agent”) and transfer agent (in such role, the “Transfer Agent”), The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as registrar (the “Registrar”) and The Bank of New York Mellon, London Branch, as collateral agent (the “Collateral Agent”) and The Bank of New York Mellon, as U.S. collateral agent (the “U.S. Collateral Agent”). The Bank of New York Mellon, London Branch, will be appointed as international security agent (the “International Security Agent”) under the Intercreditor Agreement.
AUTHORIZATION OF ACTIONS i. The execution, delivery and performance of this Basic Agreement and all agreements and documents referred to herein or necessary or appropriate to effectuate the intent thereof:
a. Have been duly authorized by all requisite corporate action (including approvals by the shareholders if required by applicable law)
b. will not violate 1. any provision of applicable law, any governmental rule or regulation, any order of any court or other agency of government or the Certificate of Incorporation or Bylaws, or
AUTHORIZATION OF ACTIONS. The Members and the Company hereby acknowledge and agree to the provisions set forth in clauses (a)-(n) below and authorize the taking of the actions contemplated thereby. Notwithstanding anything to the contrary contained herein, as and when used in clauses (a)-(n) of this Section 13.16, (i) capitalized terms shall have the meanings set forth in the Contribution Agreement (except that the Contribution Agreement shall mean the Contribution Agreement as defined in this Agreement) and (ii) references to Articles, Sections, Exhibits or Schedules shall to refer to Articles, Sections, Exhibits or Schedules of the Contribution Agreement. Upon receipt of the State Regulatory Approvals, the Members acknowledge and agree that the references in the Contribution Agreement to this Agreement that are subject to receipt of State Regulatory Approval shall be deemed to have been satisfied and read to refer to the applicable terms and provisions as set forth in the Contribution Agreement (without reference to this Agreement).
(a) As set forth in Section 2.1, subject to the satisfaction or waiver of the conditions precedent set forth in Sections 4.4 and 4.5, at the closing of the transactions contemplated by the Contribution Agreement (the “Closing”), (a) the Dominion Member shall contribute, assign, transfer, convey all of the Contributed Assets (subject to Section 3.3.4) and the Issued Interest shall become one hundred percent (100%) of the Class A Units of the Company and (b) the Partner Member shall contribute to the Company the Estimated Closing Cash Contribution in exchange for one hundred percent (100%) of the Class B Units of the Company, to be delivered free and clear of all Liens, other than restrictions on transfer under federal and state security laws.
AUTHORIZATION OF ACTIONS. To Be Taken by the Trustee Under the Escrow Agreement................
AUTHORIZATION OF ACTIONS to Be Taken by the Trustee and the Collateral Agent Under the Security Documents. The Trustee shall, upon the instructions of the Required Noteholders, direct the Collateral Agent to take all actions it deems necessary or appropriate in order to:
AUTHORIZATION OF ACTIONS. To Be Taken by the Trustee, as Collateral Agent, Under the Security Documents.. 94
AUTHORIZATION OF ACTIONS. The Company shall not, and shall not permit Company Sub to, authorize any of, or commit to agree to take any of, the foregoing actions in this Section 4.1.
AUTHORIZATION OF ACTIONS. Parent shall not, and shall not permit any of its Subsidiaries to, authorize any of, or commit to agree to take any of, the foregoing actions in this Section 4.2.
