Common use of Change in Name, Jurisdiction of Incorporation, Offices and Records Clause in Contracts

Change in Name, Jurisdiction of Incorporation, Offices and Records. It will not change (i) its name as it appears in the official public record in the jurisdiction of its incorporation (as contemplated by Section 9-503(a)(1) of the UCC), (ii) its status as a “registered organization” (within the meaning of Article 9 of any applicable enactment of the UCC), (iii) its organizational identification number, if any, issued by its jurisdiction of incorporation, or (iv) its jurisdiction of organization unless it shall have: (A) given the Administrative Agent at least ten (10) days’ prior written notice thereof; (B) at least three (3) Business Days prior to such change, delivered to the Administrative Agent all financing statements, instruments and other documents reasonably requested by the Administrative Agent in connection with such change or relocation and (C) solely if requested by the Administrative Agent, caused an opinion of counsel reasonably acceptable to the Administrative Agent to be delivered to the Administrative Agent to the effect that TPNA’s security interest is valid and perfected, such opinion to be in form and substance similar to the related opinion delivered on the Closing Date and otherwise reasonably acceptable to the Administrative Agent.

Appears in 1 contract

Samples: Receivables Sale Agreement (Tempur Sealy International, Inc.)

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Change in Name, Jurisdiction of Incorporation, Offices and Records. It will not change (i) its name as it appears in the official public record in the jurisdiction of its incorporation (as contemplated by Section 9-503(a)(1) of the UCC), (ii) its status as a “registered organization” (within the meaning of Article 9 of any applicable enactment of the UCC), (iii) its organizational identification number, if any, issued by its jurisdiction of incorporation, or (iv) its jurisdiction of organization unless it shall have: (A) given the Administrative Agent at least ten (10) days’ prior written notice thereof; (B) at least three (3) Business Days prior to such change, delivered to the Administrative Agent all financing statements, instruments and other documents reasonably requested by the Administrative Agent in connection with such change or relocation and (C) solely if requested by the Administrative Agent, caused an opinion of counsel reasonably acceptable to the Administrative Agent to be delivered to the Administrative Agent to the effect that TPNAthe SPE’s security interest is valid and perfected, such opinion to be in form and substance similar to the related opinion delivered on the Closing Date and otherwise reasonably acceptable to the Administrative Agent.

Appears in 1 contract

Samples: Receivables Sale and Contribution Agreement (Tempur Sealy International, Inc.)

Change in Name, Jurisdiction of Incorporation, Offices and Records. It will not change (i) its name as it appears in the official public record in the jurisdiction of its incorporation (as contemplated by Section 9-503(a)(1) of the UCC), (ii) its status as a “registered organization” (within the meaning of Article 9 of any applicable enactment of the UCC), (iii) its organizational identification number, if any, issued by its jurisdiction of incorporation, or (iv) its jurisdiction of organization unless it shall have: (A) given the Administrative Agent Lender at least ten (10) days’ prior written notice thereof; (B) at least three (3) Business Days prior to such change, delivered to the Administrative Agent Lender all financing statements, instruments and other documents reasonably requested by the Administrative Agent Lender in connection with such change or relocation and (C) solely if requested by the Administrative AgentLender, caused an opinion of counsel reasonably acceptable to the Administrative Agent Lender to be delivered to the Administrative Agent Lender to the effect that TPNA’s security interest is valid and perfected, such opinion to be in form and substance similar to the related opinion delivered on the Closing Date and otherwise reasonably acceptable to the Administrative AgentLender.

Appears in 1 contract

Samples: Receivables Sale Agreement (Tempur Sealy International, Inc.)

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Change in Name, Jurisdiction of Incorporation, Offices and Records. It will not change (i) its name as it appears in the official public record in the jurisdiction of its incorporation (as contemplated by Section 9-503(a)(1) of the UCC), (ii) its status as a “registered organization” (within the meaning of Article 9 of any applicable enactment of the UCC), (iii) its organizational identification number, if any, issued by its jurisdiction of incorporation, or (iv) its jurisdiction of organization unless it shall have: (A) given the Administrative Agent Lender at least ten (10) days’ prior written notice thereof; (B) at least three (3) Business Days prior to such change, delivered to the Administrative Agent Lender all financing statements, instruments and other documents reasonably requested by the Administrative Agent Lender in connection with such change or relocation and (C) solely if requested by the Administrative AgentLender, caused an opinion of counsel reasonably acceptable to the Administrative Agent Lender to be delivered to the Administrative Agent Lender to the effect that TPNAthe SPE’s security interest is valid and perfected, such opinion to be in form and substance similar to the related opinion delivered on the Closing Date and otherwise reasonably acceptable to the Administrative AgentLender.

Appears in 1 contract

Samples: Receivables Sale and Contribution Agreement (Tempur Sealy International, Inc.)

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