CERTAIN COLLATERAL DOCUMENTS. 1. Stock certificates relating to 65% of the voting stock (to the extent certificated) of first-tier Foreign Subsidiaries of Domestic Loan Parties existing on the Closing Date and stock powers related thereto 2. Counterpart signature pages to the Global Intercompany Note signed by all Subsidiaries of VNUHF that are debtors under intercompany debt
CERTAIN COLLATERAL DOCUMENTS. The Agent shall have received all ---------------------------- other notices, consents, waivers, estoppel certificates and other documents relating to the Collateral or the Collateral Documents that the Agent may request.
CERTAIN COLLATERAL DOCUMENTS. Items required under Section 6.13(c) of the Credit Agreement with respect to Halyard North Carolina, Inc.’s property located at 000 Xxxxx Xxxxxxxxxx Rd., Linwood, North Carolina 27299. Intellectual Property Security Agreements, covering any owned United States Patents, Trademarks and Copyrights, as applicable, executed by the Borrower and the Guarantors, as applicable. Stock certificate number 3 representing 325 shares of the Capital Stock of Halyard Health South Africa Pte. Ltd. Promissory notes evidencing the loans set forth under Item 2 on Schedule 1.01E, to the extent pledged pursuant to the Security Agreement Cash Pool Agreement dated as of August 27, 2014, by and among Halyard Health, Inc., Halyard Nederland B.V., and Bank Mendes Xxxx N.V.
CERTAIN COLLATERAL DOCUMENTS. First Lien Pledge Agreement, dated as of the date hereof by and among LCPR VENTURES LLC, a Delaware limited liability company, LCPR CAYMAN HOLDINGS INC., a company incorporated under the laws of the Cayman Islands, and The Bank of Nova Scotia, as administrative agent and collateral agent, for the Secured Parties.
CERTAIN COLLATERAL DOCUMENTS. Prior to the Closing Date, the Company shall deliver to Parent (i) counterpart signature pages to the Stockholders Agreement, executed by each Stockholder who will receive Parent Stock in the Merger, and (ii) a noncompetition agreement, substantially in the form attached hereto as Exhibit 6.3(ii) (a "Noncompetition Agreement"), executed by John L. Hilt, and Parent shall countersign such Noncompetition Agreexxxx xx xx xrior to the Closing Date. Notwithstanding anything to the contrary herein, it shall be a condition to a Stockholder's right to receive shares of Parent Stock pursuant to the Merger that such Stockholder shall have executed and delivered to Parent a counterpart signature page to the Stockholders Agreement. In the event a Stockholder does not so execute and deliver a counterpart signature page to the Stockholders Agreement, such Stockholder shall not be entitled to receive any shares of Parent Stock in the Merger and shall receive, in lieu thereof, cash in an amount equal to the product of (a) the shares of Parent Stock such Stockholder would have been entitled to and (b) the Determination Price.
CERTAIN COLLATERAL DOCUMENTS. The Lenders shall have received counterparts of each of the following, each dated on or before the Effective Date, in form and substance reasonably satisfactory to the Requisite Lenders:
(i) a mortgage, deed of trust or other applicable real estate security document with respect to the Quarry and each other Real Property owned by a Loan Party with a net book value equal to or greater than $100,000 including, without limitation, those properties listed on Schedule II hereto (each such other Real Property, a “Specified Real Property”) (such mortgages, deeds of trust and other real estate security documents being collectively referred to herein as the “Mortgages”);
(ii) an opinion of counsel in the state in which the Mortgage for the Quarry is to be recorded;
(iii) for the Quarry (x) a mortgagee’s title policy (or policies) or marked-up unconditional binder (or binders) for such insurance (a “Mortgagee’s Title Insurance Policy”), which shall (A) be issued at ordinary rates, (B) insure that the Lien granted pursuant to the Mortgage insured thereby creates a valid first Lien on the Quarry free and clear of all defects and encumbrances, except for Customary Permitted Liens, (C) name the Administrative Agent for the benefit of the Secured Parties as the insured thereunder, (D) be in the form of the ALTA Loan Policy – 2006 (or equivalent policies), (E) contain the appropriate endorsements and (F) be issued by one or more national title insurance companies (including any such title companies acting as co-insurers or reinsurers) and (y) a copy of all documents referred to, or listed as exceptions to title, in such title policy (or policies);
(iv) for the Quarry, evidence that all premiums in respect of each Mortgagee’s Title Insurance Policy, all recording fees and stamp, documentary, intangible or mortgage taxes, if any, in connection with the Mortgage have been paid or delivered to the title company to pay;
(v) for the Quarry and each Specified Real Property, a certification from the Federal Emergency Management Agency as to whether such Real Property is located in a floodplain;
(vi) if available and in possession of the Borrower, a Phase I environmental report with respect to the Quarry and each parcel of Specified Real Property, showing no material condition of environmental concern;
(vii) if available and in possession of the Borrower, a survey with respect to the Quarry and each parcel of Specified Real Property; and
(viii) such other agreements, documents and...
CERTAIN COLLATERAL DOCUMENTS. Dutch law notarial deed of amendment relating to (i) the pledge of shares dated 9 August 2006 made between VNU Intermediate Holding B.V. as Pledgor, Citibank N.A. as Pledgee and Xxxxxxx Holding and Finance B.V. as the Company (all as defined therein); (ii) the pledge of shares dated 9 August 2006 made between Xxxxxxx Holding and Finance B.V. as Pledgor, Citibank N.A. as Pledgee and VNU International B.V. (all as defined therein), (iii) the intercompany receivables pledge dated 9 August 2006 made between, amongst others, The Xxxxxxx Company B.V. (formerly known as VNU Group B.V.), VNU Intermediate Holding B.V., Xxxxxxx Holding and Finance B.V. (formerly known as VNU Holding and Finance B.V.) and VNU International B.V. as Pledgors and Citibank, N.A. as Pledgee (all as defined therein); and (iv) the intercompany receivables pledge date 13 February 2009 made between AGB Xxxxxxx Media Research B.V. as the Pledgor and Citibank, N.A. as the Pledgee (all as defined therein). Xxxxxxx Xxxxx Lending Partners LLC c/o Goldman, Sachs & Co. 00 Xxxxxx Xxxxxx, 36th Floor Jersey City, NJ 07302 Attention: Xxxxxx Xxxxxxx Fax: (000) 000-0000 Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx, 00000 Attention: Xxxx Xxxxx Telecopy: (000) 000-0000 Email: xxxxxxxx.x.xxxxx@xxxxxxxxx.xxx Xxxxxxx Finance LLC 000 Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxx Telephone: 0-000-000-0000 Facsimile: 0-000-000-0000 xxxxxxx@xxxxxx.xxx With copies to: O’Melveny & Xxxxx LLP Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 To: Xxxxxxx Xxxxx Lending Partners LLC, as Administrative Agent c/o Goldman, Sachs & Co. 00 Xxxxxx Xxxxxx, 36th Floor Jersey City, NJ 07302 Attention: Xxxxxx Xxxxxxx Fax: (000) 000-0000 Ladies and Gentlemen: Reference is made to the Senior Secured Loan Agreement, dated as of June 8, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Xxxxxxx Finance LLC, the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and Xxxxxxx Sachs Lending Partners LLC, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement, The undersigned Borrower hereby irrevocably requests, pursuant to Section 2.02(a) of the Loan Agreement, a Borrowing of new Loans to be made on the terms set fo...
CERTAIN COLLATERAL DOCUMENTS. Dutch law notarial deed of amendment relating to (i) the pledge of shares dated 9 August 2006 made between VNU Intermediate Holding B.V. as Pledgor, Citibank N.A. as Pledgee and Xxxxxxx Holding and Finance B.V. as the Company (all as defined therein); (ii) the pledge of shares dated 9 August 2006 made between Xxxxxxx Holding and Finance B.V. as Pledgor, Citibank N.A. as Pledgee and VNU International B.V. (all as defined therein), (iii) the intercompany receivables pledge dated 9 August 2006 made between, amongst others, The Xxxxxxx Company B.V. (formerly known as VNU Group B.V.), VNU Intermediate Holding B.V., Xxxxxxx Holding and Finance B.V. (formerly known as VNU Holding and Finance B.V.) and VNU International B.V. as Pledgors and Citibank, N.A. as Pledgee (all as defined therein); and (iv) the intercompany receivables pledge date 13 February 2009 made between AGB Xxxxxxx Media Research B.V. as the Pledgor and Citibank, N.A. as the Pledgee (all as defined therein).
CERTAIN COLLATERAL DOCUMENTS. A Mortgage for each of the following parcels of Real Property (each a “Mortgaged Property”):
CERTAIN COLLATERAL DOCUMENTS. The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent and the Majority Lenders:
(i) the results, dated as of a recent date prior to the Effective Date, of searches conducted in the UCC filing records in each of the governmental offices in each jurisdiction in which any Loan Party is organized confirming that the Liens on the Collateral granted to the Administrative Agent on behalf of the Lenders and the other Secured Parties (as defined in the Security Agreement) are subject to no Liens other than Permitted Liens;
(ii) if requested by the Administrative Agent, a control agreement for each bank at which any Loan Party maintains a deposit account, each appropriately completed, duly executed by such Loan Party, the Administrative Agent and the depositary bank to which addressed;
(iii) appropriate documents for filing with the United States Patent and Trademark Office and United States Copyright Office and all other filings necessary to perfect the security interests in the Intellectual Property Collateral (as defined in the Security Agreement) granted to the Administrative Agent under the Collateral Documents, all appropriately completed and duly executed by each Loan Party and, where appropriate, notarized;
(iv) to the extent not previously delivered pursuant to the Credit Agreement, all certificates and instruments representing the Pledged Collateral, together with stock powers or other appropriate instruments of transfer executed in blank with signatures guaranteed, as the Administrative Agent may specify; and
(v) such other documents, instruments and agreements as the Administrative Agent may reasonably request to establish and perfect the Liens granted to the Administrative Agent or any Lender under the Collateral Documents.
