Certain Documentation. On or before the date the Administrative Agent becomes a party to this Agreement, the Administrative Agent shall deliver to Borrower whichever of the following is applicable: (i) if the Administrative Agent is a “United States person” within the meaning of Section 7701(a)(30) of the Code, two executed original copies of IRS Form W-9 certifying that such Administrative Agent is exempt from U.S. federal backup withholding or (ii) if the Administrative Agent is not a “United States person” within the meaning of Section 7701(a)(30) of the Code, (A) with respect to payments received for its own account, two executed original copies of IRS Form W-8ECI and (B) with respect to payments received on account of any Lender, two executed original copies of IRS Form W-8IMY (together with all required accompanying documentation) certifying that the Administrative Agent is a U.S. branch and may be treated as a United States person for purposes of applicable U.S. federal withholding Tax. At any time thereafter, the Administrative Agent shall provide updated documentation previously provided (or a successor form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request of the Borrower. Notwithstanding anything to the contrary in this Section 2.17(j), the Administrative Agent shall not be required to provide any documentation that the Administrative Agent is not legally eligible to deliver as a result of a Change in Law after the Closing Date.
Certain Documentation. On or before the date on which the Administrative Agent becomes a party to this Agreement, the Administrative Agent shall deliver to the Borrower whichever of the following is applicable: (i) if the Administrative Agent is a US Person, two executed copies of IRS Form W-9 certifying that such Administrative Agent is exempt from US federal backup withholding or (ii) if the Administrative Agent is not a US Person, (A) with respect to payments received for its own account, two executed copies of IRS Form W-8ECI or W-8BEN-E, as applicable and (ii) with respect to payments received on account of any Lender, two executed copies of IRS Form W-8IMY (together with all required accompanying documentation) certifying that the Administrative Agent is either a US branch and may be treated as a US person for purposes of applicable US federal withholding Tax or a qualified intermediary. At any time thereafter, the Administrative Agent shall provide updated documentation previously provided (or a successor form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request of the Borrower. Notwithstanding anything to the contrary in this Section 2.17(j), the Administrative Agent shall not be required to provide any documentation that the Administrative Agent is not legally eligible to deliver as a result of a Change in Law after the Closing Date.
Certain Documentation. On or before the date the Purchaser Representative becomes a party to this Agreement, the Purchaser Representative shall deliver to Issuer whichever of the following is applicable: (i) if the Purchaser Representative is a “United States person” within the meaning of Section 7701(a)(30) of the Code, two executed original copies of IRS Form W-9 certifying that such Purchaser Representative is exempt from U.S. federal backup withholding or (ii) if the Purchaser Representative is not a “United States person” within the meaning of Section 7701(a)(30) of the Code, (A) with respect to payments received for its own account, two executed original copies of IRS Form W-8ECI and (B) with respect to payments received on account of any Purchaser, two executed original copies of IRS Form W-8IMY (together with all required accompanying documentation) certifying that the Purchaser Representative is a U.S. branch and may be treated as a United States person for purposes of applicable U.S. federal withholding Tax. At any time thereafter, the Purchaser Representative shall provide updated documentation previously provided (or a successor form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request of the Issuer. Notwithstanding anything to the contrary in this Section 2.20(j), the Purchaser Representative shall not be required to provide any documentation that the Purchaser Representative is not legally eligible to deliver as a result of a Change in Law after the Closing Date.
Certain Documentation. On or before the date JPMorgan becomes a party to this Agreement, it shall deliver to Borrower two executed copies of IRS Form W-9 certifying that it is exempt from U.S. federal backup withholding. At any time thereafter, JPMorgan shall provide updated documentation previously provided (or a successor form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request of the Borrower. Notwithstanding anything to the contrary in this Section 2.17(j), JPMorgan shall not be required to provide any documentation that JPMorgan is not legally eligible to deliver as a result of a Change in Law after the Closing Date.
Certain Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent and the Banks, and (except for the Notes) in sufficient copies for each Bank:
(i) this Agreement duly executed by the Borrower, the Guarantor, each Bank and the Administrative Agent;
(ii) the Security Agreement and the Pledge Agreement, each duly executed by the Borrower, each other Loan Party, and the Administrative Agent;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the Borrower’s certificate of incorporation and by-laws, (B) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and any Notes and (C) that a true, correct and complete copy of the resolutions of the Borrower’s Board authorizing the transactions contemplated hereby is attached thereto and that such resolutions are in full force and effect;
(iv) a certificate of the Secretary or an Assistant Secretary of the Guarantor certifying (A) the Guarantor’s certificate of incorporation and by-laws, (B) the names and true signatures of the officers of the Guarantor authorized to sign this Agreement and (C) that a true, correct and complete copy of the resolutions of the Guarantor’s Board authorizing the making and performance of this Agreement by the Guarantor is attached hereto and that such resolutions are in full force and effect;
(v) a favorable opinion of (1) Xxxxxx, Xxxx & Xxxxxxxx LLP, legal counsel for each of the Borrower and the Guarantors, (2) K&L Gates LLP, Illinois counsel the Guarantors, (3) Hunton Xxxxxxx Xxxxx LLP, Virginia counsel to the Borrower and the Guarantors and (4) Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, P.C., Tennessee counsel to the Borrower and the Guarantors, each dated the Effective Date, in form and substance reasonably acceptable to the Administrative Agent;
(vi) certificates, telecopy confirmation or electronic transmission, in each case, as of a date reasonably close to the date hereof from the Secretary of State of the state of incorporation of each of the Borrower and the Guarantor as to the existence and good standing of the Borrower and the Guarantor, as applicable.
(vii) Flood Insurance.
(a) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; and (b) in the event any such property is located in an area identified by the Federal Em...
Certain Documentation. The Transferor shall cause the Servicer to --------------------- maintain custody for the account of the Trust (to the extent of its interest therein) of any document evidencing or securing a Receivable and the related Contract.
Certain Documentation. The Transferor shall hold for the account of the Trust (to the extent of its interest therein) any document evidencing or securing an Advance and the related Contract, other than instruments (as such term is used in the UCC), if any, that shall have been delivered to the Trustee contemporaneously with the conveyance to the Trust hereunder. Such holding by the Transferor shall be deemed to be the holding thereof by the Trustee for purposes of perfecting the Trust's rights therein as provided in the UCC.
Certain Documentation. Lender shall have received the following, each dated as of the Closing Date and in form and substance satisfactory to Lender and its counsel:
(i) this Agreement, duly executed by Borrower and each other Credit Party;
(ii) Acknowledgement copies of proper financing statements (Form UCC-l) duly filed under the UCC in all jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect Lender’s Lien on the Collateral;
(iii) Certified copies of UCC searches, or other evidence satisfactory to Lender, listing all effective financing statements which name Borrower or any other Credit Party (under present name, any previous name or any trade or doing business name) as debtor and covering all jurisdictions referred to in clause (vi) above, together with copies of such other financing statements;
(iv) Evidence of the completion of all other recordings and filings (including UCC-3 termination statements and other Lien release documentation) as may be necessary or, in the opinion of and at the request of Lender, desirable to perfect Lender’s Lien on the Collateral and ensure such Collateral is free and clear of other Liens;
(v) Powers of Attorney duly executed by each Credit Party executing the Agreement.
Certain Documentation. The Seller shall hold in trust for the account of the Buyer (to the extent of its interest therein) any document evidencing or securing a Receivable and the related Contract, other than instruments (as such term is used in the UCC), if any, that shall have been delivered to the Buyer hereunder. Such holding in trust by the Seller shall be deemed to be the holding thereof by the Buyer for purposes of perfecting the Buyer's rights therein as provided in the UCC. The Seller shall, upon the Buyer's request, deliver to the Buyer any document held by the Seller in trust hereunder.
Certain Documentation. The Parent shall have received executed consents, acknowledgments and/or amendments from Medline Industries, Inc., an Illinois corporation (“Medline”), in forms and substance reasonably acceptable to the Parent, confirming the Company’s exclusive rights to exploit and license certain technologies identified by the Parent, which are also identified in the Company’s agreements with Medline.
