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Common use of Change of Corporate Name or Location; Change of Fiscal Year Clause in Contracts

Change of Corporate Name or Location; Change of Fiscal Year. No Credit Party shall (a) change its corporate name or trade name or (b) change its chief executive office, principal place of business, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral (other than to a location in which Agent has perfected its Lien, for the benefit of Agent and Lenders, on the Collateral located therein, and if the books and records of any Credit Party are located at such location, such Credit Party shall have delivered a landlord's or mortgagee's agreement in form and substance reasonably satisfactory to Agent with respect thereto), in each case without at least 30 days' prior written notice to Agent (except with respect to the proposed name change disclosed by Borrower to Lender prior to the Closing Date) and after Agent's written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Lenders, in any Collateral, has been completed or taken, and provided that any such new location shall be in the continental United States. Without limiting the foregoing, no Credit Party shall change its name, identity or corporate structure in any manner that might make any financing or continuation statement filed in connection herewith seriously misleading within the meaning of Section 9-402(7) of the Code or any other then applicable provision of the Code except upon prior written notice to Agent and Lenders and after Agent's written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Lenders, in any Collateral, has been completed or taken. No Credit Party shall change its Fiscal Year.

Appears in 1 contract

Samples: Credit Agreement (Uti Worldwide Inc)

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Change of Corporate Name or Location; Change of Fiscal Year. No Credit Party shall (a) change its corporate name or trade name or as it appears in the official filing in the jurisdiction of its incorporation, (b) change its chief executive office, principal place of business, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral Collateral, (other than to a location in which Agent has perfected c) change the type of entity that it is, or (d) change its Lien, for the benefit jurisdiction of Agent and Lenders, on the Collateral located therein, and if the books and records of any Credit Party are located at such location, such Credit Party shall have delivered a landlord's or mortgagee's agreement in form and substance reasonably satisfactory to Agent with respect thereto)incorporation, in each case case, without at least 30 thirty (30) days' prior written notice to Agent (except with respect to the proposed name change disclosed by Borrower to Lender prior to the Closing Date) and after AgentLender's written acknowledgment acknowledgement that any reasonable action requested by Agent Lender in connection therewith, including to continue the perfection of any Liens in favor favour of Agent, on behalf of Lenders, Lender in any Collateral, has been completed or taken, and provided provided, that any such new location shall be in the continental United StatesCanada. Without limiting the foregoing, no Credit Party shall change its name, identity or corporate structure in any manner that might make any financing, financing change or continuation statement filed in connection herewith seriously materially misleading within the meaning of Section 9-402(7) of the Code or any other then applicable provision of the Code PPSA except upon prior written notice to Agent and Lenders Lender and after AgentLender's written acknowledgment acknowledgement that any reasonable action requested by Agent Lender in connection therewith, including to continue the perfection of any Liens in favor favour of Agent, on behalf of Lenders, Lender in any Collateral, has been completed or taken. No Credit Party shall change its Fiscal Year. No Credit Party shall permit any of the Collateral to be located outside of the Province of Ontario (other than inventory in transit in the ordinary course of business), unless such Credit Party provides Lender with thirty (30) days' prior written notice thereof and after Lender's written acknowledgement that any reasonable action requested by Lender in connection therewith, including to continue the perfection of any Liens in favour of Lender in any Collateral has been completed or taken and provided that such location is in the Province of Ontario.

Appears in 1 contract

Samples: Credit Agreement (Astec Industries Inc)

Change of Corporate Name or Location; Change of Fiscal Year. No Credit Party shall (a) change its corporate name as it appears in official filings in the state of its incorporation or trade name or other organization, (b) change its chief executive office, principal place of business, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral Collateral, (c) change the type of entity that it is, (d) cause to be changed its organization identification number, if any, issued by its state of incorporation or other than to a location organization, or (e) change its state of incorporation or organization or incorporate or organize in which Agent has perfected its Lien, for the benefit of Agent and Lenders, on the Collateral located therein, and if the books and records of any Credit Party are located at such location, such Credit Party shall have delivered a landlord's or mortgagee's agreement in form and substance reasonably satisfactory to Agent with respect thereto)additional jurisdictions, in each case without at least 30 days' thirty (30) days prior written notice to SCIL Agent (except with respect to the proposed name change disclosed by Borrower to Lender prior to the Closing Date) and after SCIL Agent's ’s written acknowledgment that any reasonable action requested by SCIL Agent in connection therewith, including to continue the perfection of any Liens in favor of SCIL Agent, on behalf of SCIL Lenders, in any Collateral, has been completed or taken, and provided that any such new location shall be in the continental United States. Without limiting the foregoing, no Credit Party shall change cause to be changed its name, identity or corporate structure in any manner that might make any financing or continuation statement filed in connection herewith seriously misleading within the meaning of Section 9-402(7) of as such term is defined in and/or used in the Code or any other then applicable provision of the Code except upon prior written notice to SCIL Agent and SCIL Lenders and after SCIL Agent's ’s written acknowledgment that any reasonable action requested by SCIL Agent in connection therewith, including to continue the perfection of any Liens in favor of SCIL Agent, on behalf of SCIL Lenders, in any Collateral, has been completed or taken. No Credit Party shall change its Fiscal Year.

Appears in 1 contract

Samples: Credit Agreement (RBC Bearings INC)

Change of Corporate Name or Location; Change of Fiscal Year. No Credit Party shall (a) change its corporate name (or trade name limited liability company) name, or (b) change its chief executive office, principal place of business, corporate (or limited liability company) offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral (other than to a location in which Agent has perfected its Lien, for the benefit of Agent and Lenders, on the Collateral located therein, and if the books and records of any Credit Party are located at such location, such Credit Party shall have delivered a landlord's or mortgagee's agreement in form and substance reasonably satisfactory to Agent with respect thereto)Collateral, in each any case without at least 30 days' thirty (30) days prior written notice to Administrative Agent (except with respect to the proposed name change disclosed by Borrower to Lender prior to the Closing Date) and after Administrative Agent's written acknowledgment that any reasonable action requested by Administrative Agent in connection therewith, including to continue the perfection of any Liens in favor of Administrative Agent, on behalf of Lenders, in any Collateral, has been completed or taken, and provided PROVIDED that any such new location shall be in the continental United StatesStates and FURTHER PROVIDED that Vessels may be located outside the United States if such location could not reasonably be expected to have a Material Adverse Effect on the priority of Liens on such Vessels under the Vessel Mortgage or the receipt of earnings from such Vessels. Without limiting the foregoing, no Credit Party shall change its name, identity or corporate (or limited liability company) structure in any manner that which might make any financing or continuation statement filed in connection herewith seriously misleading within the meaning of Section 9-402(7) of the Code or any other then applicable provision of the Code except upon prior written notice to Administrative Agent and Lenders and after Administrative Agent's written acknowledgment that any reasonable action requested by Administrative Agent in connection therewith, including to continue the perfection of any Liens in favor of Administrative Agent, on behalf of Lenders, in any Collateral, has been completed or taken. No Credit Party shall change its Fiscal Year.

Appears in 1 contract

Samples: Credit Agreement (Superior Energy Services Inc)

Change of Corporate Name or Location; Change of Fiscal Year. No Credit Party shall (a) change its corporate or legal name as it appears in official filings in the state of its incorporation or trade name or other organization, (b) change its chief executive office, principal place of business, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral Collateral, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or other than to a location in which Agent has perfected organization, or (e) change its Lien, for the benefit state of Agent and Lenders, on the Collateral located therein, and if the books and records of any Credit Party are located at such location, such Credit Party shall have delivered a landlord's incorporation or mortgagee's agreement in form and substance reasonably satisfactory to Agent with respect thereto)organization, in each case without at least 30 days' thirty (30) days prior written notice to Agent (except with respect to the proposed name change disclosed by Borrower to Lender prior to the Closing Date) and after Agent's ’s written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Lenders, in any Collateral, has been completed or takentaken (such acknowledgement by Agent not to be unreasonably withheld or conditioned), and provided that any such new location shall be in the continental United States. Without limiting the foregoing, no Credit Party shall change its name, identity or corporate structure in any manner that which might make any financing or continuation statement filed in connection herewith seriously misleading within the meaning of Section Sections 9-402(7506 and 9-507(c) of the Code or any other then applicable provision of the Code except upon prior written notice to Agent and Lenders and after Agent's ’s written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of Agent, on behalf of Lenders, Agent in any Collateral, has been completed or taken. Without limiting the foregoing, the Borrowers may cause the winding up and dissolution of any Inactive Subsidiary after giving fifteen (15) days’ written notice to the Agent and after Agent’s written acknowledgment that any reasonable action requested by Agent in connection therewith has been completed or taken (such acknowledgement by Agent not to be unreasonably withheld or conditioned). No Credit Party shall change its Fiscal Year.

Appears in 1 contract

Samples: Credit Agreement (Drugmax Inc)

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Change of Corporate Name or Location; Change of Fiscal Year. No Credit Party shall (a) change its corporate name as it appears in official filings in the state of its incorporation or trade other organization; provided that any Credit Party may change its name as it appears in official filings in the state of its incorporation or other organization in the manner set forth on Schedule 6.15 upon giving 30 days’ prior written notice to the Agent and after all actions necessary to continue the perfection of any Liens in favor of Agent, on behalf of Lenders, in any Collateral have been completed or taken; (b) change its chief executive office, principal place of business, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral except upon 30 days prior notice to the Applicable Agent; (c) change the type of entity that it is; (d) change its organization identification number, if any, issued by its state of incorporation or other than to a location in which Agent has perfected organization; or (e) change its Lien, for the benefit state of Agent and Lenders, on the Collateral located therein, and if the books and records of any Credit Party are located at such location, such Credit Party shall have delivered a landlord's incorporation or mortgagee's agreement in form and substance reasonably satisfactory to Agent with respect thereto)organization, in each case without at least 30 days' days prior written notice to Agent (except with respect to the proposed name change disclosed by Borrower to Lender prior to the Closing Date) Agents and after the Applicable Agent's ’s written acknowledgment that any reasonable action requested by Agent Agents in connection therewith, including to continue the perfection of any Liens in favor of the Applicable Agent, on behalf of Lenders, in any Collateral, has been completed or taken, and provided that any such new location for US Borrower and any Subsidiary organized under the laws of the United States or any state thereof shall be in the continental United States, any such new location for UK Borrower shall be in the United Kingdom. Without limiting the foregoing, no Credit Party shall change its name, identity or corporate structure in any manner that might make any financing or continuation statement (or similar document) filed in connection herewith seriously misleading within the meaning of Section 9-402(7) of as such term is defined in and/or used in the Code or any other then applicable provision of the Code except upon prior written notice to Agent Agents and Lenders and after the Applicable Agent's ’s written acknowledgment that any reasonable action requested by Agent in connection therewith, including to continue the perfection of any Liens in favor of the Applicable Agent, on behalf of Lenders, in any Collateral, has been completed or taken. No Credit Party shall change its Fiscal Year.

Appears in 1 contract

Samples: Credit Agreement (Westaff Inc)

Change of Corporate Name or Location; Change of Fiscal Year. No Credit Party Borrower shall not (a1) change its corporate name or trade name name, or (b2) change its chief executive officeoffice (other than to 2000 Xxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx; provided that, Borrower has given Lender prior written notice of the effective date of that change), principal place of business, domicile (within the meaning of Quebec Civil Code), corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral (other than to a location in which Agent has perfected its Lien, for the benefit of Agent and Lenders, on the Collateral located therein, and if the books and records of any Credit Party are located at such location, such Credit Party shall have delivered a landlord's or mortgagee's agreement in form and substance reasonably satisfactory to Agent with respect thereto)Collateral, in each any case without at least 30 days' thirty (30) days prior written notice to Agent (except with respect to the proposed name change disclosed by Borrower to Lender prior to the Closing Date) and after AgentLender's written acknowledgment that any reasonable action requested by Agent Lender in connection therewith, including to continue the perfection of any Liens in favor favour of Agent, on behalf of Lenders, Lender in any Collateral, has been completed or taken, and provided that any such new location shall be in Canada (but not Newfoundland or the continental United StatesNorthwest Territories unless security, legal opinions thereon, certificates of officers and other documentation reasonably requested by Lender and, in each case, in form and substance satisfactory to Lender, have been delivered to Lender). Without limiting the foregoing, no Credit Party Borrower shall not change its name, identity or corporate structure in any manner that which might make any financing or continuation statement filed in connection herewith seriously or any other Loan Document materially misleading within the meaning of Section 9-402(746(4) of the Code PPSA or any other then applicable provision of the Code PPSA except upon prior written notice to Agent and Lenders Lender and after AgentLender's written acknowledgment that any reasonable action requested by Agent Lender in connection therewith, including to continue the perfection of any Liens in favor favour of Agent, on behalf of Lenders, Lender in any Collateral, has been completed or taken. No Credit Party Borrower shall not change its Fiscal Year, except that, Borrower's 1998 Fiscal Year shall end on September 27, 1998 and, thereafter, Borrower's Fiscal Year end shall be the last Sunday of each September.

Appears in 1 contract

Samples: Credit Agreement (Sweetheart Holdings Inc \De\)

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