CERTIFICATES AND MISCELLANEOUS Sample Clauses

CERTIFICATES AND MISCELLANEOUS. 10. A certificate, dated the Effective Date and signed by a Manager of the Company, certifying (i) compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement and (ii) that since December 31, 2017, there has been no material adverse change in the financial condition, operations, business or assets of the Parent, the Company and its Subsidiaries on a consolidated basis (except as disclosed in the Public Filings). AFFILIATE BORROWING AGREEMENT dated as of [_____], among Pentair Finance S.à x.x. a Luxembourg private limited liability company (Société à responsabilité limitée), having its registered office at 00, Xxxxxxxxx Xxxxx, X-0000 Xxxxxxxxxx, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B 166305 (the “Company”), Pentair plc, an Irish public limited company (the “Parent”), [Name of Affiliate Borrower], a [__________] (the “New Affiliate Borrower”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”). Reference is hereby made to the Credit Agreement dated as of April 25, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Parent, Switzerland Investments GmbH (the “Swiss Guarantor”), Pentair, Inc. (the “Initial Affiliate Borrower”), the other Affiliate Borrowers from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain Affiliate Borrowers (collectively with the Company, the “Borrowers”), and the Company and the New Affiliate Borrower desire that the New Affiliate Borrower become an Affiliate Borrower. In addition, the New Affiliate Borrower hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement. [Notwithstanding the preceding sentence, the New Affiliate Borrower hereby designates the following officers as being authorized to request Borrowings under the Credit Agreement on behalf of the New Affiliate Borrower and sign this Affiliate Borrowing Agreement and the other Loan Documents to which the New Affiliate Borrower is, or may...
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CERTIFICATES AND MISCELLANEOUS. 11. Lien Searches and IP Searches for Credit Parties DLA N/A See above
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CERTIFICATES AND MISCELLANEOUS. 11. Lien Searches and IP Searches for Credit Parties DLA N/A See above Document Responsible Party Signatures Status
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CERTIFICATES AND MISCELLANEOUS. 7. Secretary’s Certificate of Borrower, attaching the below Xxxxxxx ¨ X. Xxxxxxxxxx ¨ X. XxXxxxxxxx Document Responsible Party Signatures Status A. Certificate of Incorporation of Borrower Xxxxxxx N/A B. Bylaws of Borrower Xxxxxxx N/A C. Good Standing (DE) of Borrower Xxxxxxx N/A D. Resolutions Xxxxxxx ¨ X. Xxxxxx ¨ X. XxXxxxxxxx ¨ X. Xxxx ¨ X. Xxxxxxxxxx ¨ X. Xxxxxx ¨ X. Xxxxxx ¨ X. Xxxxx E. Incumbency Xxxxxxx ¨ X. Xxxxxxxxxx ¨ X. XxXxxxxxxx EXHIBIT C Form of Second Amendment Registration Rights Agreement Schedule I Lender Principal Amount of Note at Second Amendment Date Pro Rata Share DEERFIELD PRIVATE DESIGN FUND III, L.P. $ 40,000,000 66 2/3% DEERFIELD SPECIAL SITUATIONS FUND, L.P. $ 20,000,000 33 1/3%
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CERTIFICATES AND MISCELLANEOUS. 6. Officer’s Certificate of Borrower, attaching organizational documents, resolutions and incumbency Xxxxxxx ¨ Rich ¨ Xxxxx Complete A. Certificate of Incorporation Xxxxxxx N/A B. Bylaws Xxxxxxx N/A C. Resolutions Xxxxxxx N/A D. Incumbency Xxxxxxx ¨ Rich ¨ Xxxxx X. Good Standing (DE) Xxxxxxx N/A Document Responsible Party Signatures Status
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Related to CERTIFICATES AND MISCELLANEOUS

  • CLOSING CERTIFICATES AND MISCELLANEOUS 6. A Certificate signed by the President, a Vice President or a Financial Officer of the Borrower certifying the following: (i) all of the representations and warranties of the Borrower set forth in the Loan Agreement are true and correct and (ii) no Default has occurred and is then continuing.

  • Certificates and Opinions (a) Unless otherwise provided in a particular Schedule to this Agreement, each certificate and each opinion furnished pursuant to any provision of this Agreement shall specify the Section or Sections under which such certificate or opinion is furnished, shall include a statement that the Person making such certificate or giving such opinion has read the provisions of this Agreement relevant thereto and shall include a statement that, in the opinion of such Person, such Person has made such examination and investigation as is necessary to enable such Person to express an informed opinion on the matters set out in the certificate or opinion.

  • Certificates and Documents The Company shall have delivered to the Purchasers:

  • Miscellaneous a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.

  • ARTICLE IX MISCELLANEOUS 60 SECTION 9.01

  • Certificates and Payments (a) Following receipt of the Final Order and in any event no later than the Business Day prior to the Effective Date, the Purchaser shall deliver or cause to be delivered to the Depositary sufficient funds to satisfy the aggregate Consideration payable to the Company Shareholders in accordance with Section 3.1(d), which cash shall be held by the Depositary in escrow as agent and nominee for such former Company Shareholders for distribution thereto in accordance with the provisions of this Article 5.

  • Records and Miscellaneous Duties The Bank shall create, maintain and preserve all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of the Fund under the Investment Company Act of 1940, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, applicable federal and state tax laws and any other law or administrative rules or procedures which may be applicable to the Fund. All books of account and records maintained by the Bank in connection with the performance of its duties under this Agreement shall be the property of the Fund, shall at all times during the regular business hours of the Bank be open for inspection by authorized officers, employees or agents of the Fund, and in the event of termination of this Agreement shall be delivered to the Fund or to such other person or persons as shall be designated by the Fund. Disposition of any account or record after any required period of preservation shall be only in accordance with specific instructions received from the Fund. The Bank shall assist generally in the preparation of reports to shareholders, to the Securities and Exchange Commission, including Forms N-SAR and N-1Q, to state "blue sky" authorities and to others, audits of accounts, and other ministerial matters of like nature; and, upon request, shall furnish the Fund's auditors with an attested inventory of securities held with appropriate information as to securities in transit or in the process of purchase or sale and with such other information as said auditors may from time to time request. The Custodian shall also maintain records of all receipts, deliveries and locations of such securities, together with a current inventory thereof, and shall conduct periodic verifications (including sampling counts at the Custodian) of certificates representing bonds and other securities for which it is responsible under this Agreement in such manner as the Custodian shall determine from time to time to be advisable in order to verify the accuracy of such inventory. The Bank shall not disclose or use any books or records it has prepared or maintained by reason of this Agreement in any manner except as expressly authorized herein or directed by the Fund, and the Bank shall keep confidential any information obtained by reason of this Agreement.

  • Certificates and Transfer of Interests 9 Section 3.1 Initial Ownership 9 Section 3.2 The Certificates 9 Section 3.3 Authentication of Certificates 10 Section 3.4 Registration of Certificates; Transfer and Exchange of Certificates 10 Section 3.5 Mutilated, Destroyed, Lost or Stolen Certificates 12 Section 3.6 Persons Deemed Owners 13 Section 3.7 Access to List of Certificateholders’ Names and Addresses 13 Section 3.8 Maintenance of Office or Agency 14 Section 3.9 Appointment of Paying Agent 14

  • Certificates as to Facts or Matters Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

  • Other Miscellaneous Terms The provisions of Article IX of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified hereby.

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