Common use of Company Documents; Proceedings; etc Clause in Contracts

Company Documents; Proceedings; etc. (a) On the Effective Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate (including, with respect to each Dutch Credit Party, if applicable, an unconditional positive, written advice from any works council in relation to the transactions contemplated by this Agreement and any other document required for compliance with the Dutch Works Council Act), and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent. (b) On the Effective Date, all Business and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of Business proceedings, governmental approvals, good standing certificates and bring-down facsimiles or other electronic transmission, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper Authorized Officers or Governmental Authorities.

Company Documents; Proceedings; etc. (a) On the Effective Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Effective Date, signed by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President, any Director or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party (oror in the case of the Australian Credit Parties, with respect to Tesla B.V., its directorsany two directors or a director and a secretary), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the latest certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Partydocuments), as applicable, of such Credit Party and the resolutions of such Credit Party or in the case of the Australian Credit Parties, certified extracts of the minutes of a meeting of the Board of Directors, referred to in such certificate (including, with respect to each Dutch and incumbency certificates of such Credit Party, if applicable, an unconditional positive, written advice from any works council in relation to the transactions contemplated by this Agreement and any other document required for compliance with the Dutch Works Council Act), and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent. (b) On the Effective Date, all Business and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of Business proceedings, governmental approvals, good standing certificates and bring-down facsimiles telegrams or other electronic transmissionfacsimiles, bankruptcy searches and copies of share registers, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper Authorized Officers or Governmental Authorities.

Company Documents; Proceedings; etc. (a) On the Restatement Effective Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Restatement Effective Date, signed by an Authorized Officer the Chairman of such Credit Party (orthe Board, with respect to Tesla B.V.the Chief Executive Officer, its directors)the Chief Financial Officer, and, if signed by an Authorized Officer the President or any Vice President of such Credit Party, and attested to by another Authorized Officer the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit E-2 (or such other form reasonably acceptable to the Administrative Agent) F with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Partydocuments), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate (including, with respect to each Dutch Credit Party, if applicable, an unconditional positive, written advice from any works council in relation to the transactions contemplated by this Agreement and any other document required for compliance with the Dutch Works Council Act)certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent. (b) On the Restatement Effective Date, all Business Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative AgentAgents, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of Business Company proceedings, governmental approvals, good standing certificates and bring-down facsimiles telegrams or other electronic transmissionfacsimiles, if any, which the Administrative any Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper Authorized Officers Company or Governmental Authorities.

Company Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Effective Initial Borrowing Date, signed by an Authorized Officer the Chairman of such Credit Party (orthe Board, with respect to Tesla B.V.the Chief Executive Officer, its directors), and, if signed by an Authorized Officer the President or any Vice President of such Credit Party, and attested to by another Authorized Officer the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit E-2 (or such other form reasonably acceptable to the Administrative Agent) F with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Partydocuments), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate (including, with respect to each Dutch Credit Party, if applicable, an unconditional positive, written advice from any works council in relation to the transactions contemplated by this Agreement and any other document required for compliance with the Dutch Works Council Act)certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent. (b) On the Effective Initial Borrowing Date, all Business Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of Business Company proceedings, governmental approvals, good standing certificates and bring-down facsimiles telegrams or other electronic transmissionfacsimiles, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper Authorized Officers Company or Governmental Authorities.

Company Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Effective Initial Borrowing Date, signed by an Authorized Officer the chairman of such Credit Party (orthe board, with respect to Tesla B.V.the chief executive officer, its directors)the president, and, if signed by an Authorized Officer the chief financial officer or any vice president of such Credit Party, and attested to by another Authorized Officer the secretary or any assistant secretary of such Credit Party, in the form of Exhibit E-2 (or such other form reasonably acceptable to the Administrative Agent) F with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Partydocuments), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate (including, with respect to each Dutch Credit Party, if applicable, an unconditional positive, written advice from any works council in relation to the transactions contemplated by this Agreement and any other document required for compliance with the Dutch Works Council Act)certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent. (b) On the Effective Initial Borrowing Date, all Business and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of Business proceedings, governmental approvals, good standing certificates and bring-bring down facsimiles telegrams or other electronic transmissionfacsimiles, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper Authorized Officers Business or Governmental Authorities.

Company Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Effective Initial Borrowing Date, signed by an Authorized Officer the Chairman of such Credit Party (orthe Board, with respect to Tesla B.V.the Chief Executive Officer, its directors)the Chief Financial Officer, and, if signed by an Authorized Officer the President or any Vice President of such Credit Party, and attested to by another Authorized Officer the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit E-2 (or such other form reasonably acceptable to the Administrative Agent) F with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Partydocuments), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate (including, with respect to each Dutch Credit Party, if applicable, an unconditional positive, written advice from any works council in relation to the transactions contemplated by this Agreement and any other document required for compliance with the Dutch Works Council Act)certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent. (b) On the Effective Initial Borrowing Date, all Business Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative AgentAgents, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of Business Company proceedings, governmental approvals, good standing certificates and bring-down facsimiles telegrams or other electronic transmissionfacsimiles, if any, which the Administrative any Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper Authorized Officers Company or Governmental Authorities.

Company Documents; Proceedings; etc. (a) On the Effective Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Effective Initial Borrowing Date, signed by an Authorized Officer the chairman of such Credit Party (orthe board, with respect to Tesla B.V.the chief executive officer, its directors), and, if signed by an Authorized Officer the president or any vice president of such Credit Party, and attested to by another Authorized Officer the secretary or any assistant secretary of such Credit Party, in the form of Exhibit E-2 (or such other form reasonably acceptable to the Administrative Agent) F with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Partydocuments), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate (including, with respect to each Dutch Credit Party, if applicable, an unconditional positive, written advice from any works council in relation to the transactions contemplated by this Agreement and any other document required for compliance with the Dutch Works Council Act)certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent. (b) On the Effective Initial Borrowing Date, all Business Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative AgentAgents, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of Business Company proceedings, governmental approvals, good standing certificates and bring-down facsimiles telegrams or other electronic transmissionfacsimiles, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper Authorized Officers Company or Governmental Authoritiesgovernmental authorities.

Company Documents; Proceedings; etc. (a) On the Effective Closing Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Effective Closing Date, signed by an Authorized Officer the chairman of such Credit Party (orthe board, with respect to Tesla B.V.the chief executive officer, its directors), and, if signed by an Authorized Officer the president or any vice president of such Credit Party, and attested to by another Authorized Officer the secretary or any assistant secretary of such Credit Party, in the form of Exhibit E-2 (or such other form reasonably acceptable to the Administrative Agent) F with appropriate insertions, together with copies of the certificate or articles of incorporation incorpora­tion and by-laws (or other equivalent equiva­lent organizational documents relating to any Dutch Credit Partydocuments), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate (including, with respect to each Dutch Credit Party, if applicable, an unconditional positive, written advice from any works council in relation to the transactions contemplated by this Agreement and any other document required for compliance with the Dutch Works Council Act)certificate, and each of the foregoing shall be in form and substance sub­stance reasonably acceptable to the Administrative Agent. (b) On the Effective Closing Date, all Business Company and legal proceedings and all instruments instru­ments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative AgentAgents, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of Business Company proceedings, governmental approvals, good standing certificates and bring-down facsimiles telegrams or other electronic transmissionfacsimiles, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper Authorized Officers Company or Governmental Authoritiesgovernmental authorities.