Common use of Company Documents; Proceedings Clause in Contracts

Company Documents; Proceedings. (a) On the Effective Date, the Administrative Agent shall have received from each Credit Party a certificate, dated the Effective Date, signed by the chairman of the board, the chief executive officer, the president or any vice president of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), and attested to by the secretary or any assistant secretary of such Credit Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), in the form of Exhibit C with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent. (b) On the Effective Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other 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 certificates, documents and papers, including good standing certificates, bring- down certificates and any other records of Company proceedings and governmental approvals, if any, that the Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.

Company Documents; Proceedings. (a) On the Third Restatement Effective Date, the Administrative Agent shall have received from each Credit Party a certificate, dated the Third Restatement Effective Date, signed by the chairman of the board, the chief executive officer, the president President or any vice president Vice President of such Credit Party (or, in the case of any Foreign each Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), and attested to by the secretary Secretary or any assistant secretary Assistant Secretary of such Credit Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), in the form of Exhibit C E with appropriate insertions, together with copies of the certificate Certificate of Incorporation, By-Laws or articles of incorporation, certificate of formation, operating agreements and by-laws (or other equivalent organizational documents) documents of such Credit Party and the resolutions of such Credit Party referred to in such certificate certificate, and each of the foregoing shall be acceptable to each of the Agents and the Required Banks in form and substance reasonably satisfactory to the Administrative Agenttheir sole discretion. (b) On the Effective Date, all All Company and legal proceedings and all instruments and agreements in connection with relating to the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to each of the Administrative AgentAgents and the Required Banks, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring- down certificates and any other records of Company proceedings and proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, that which the Administrative Agent reasonably Agents or the Required Banks may have requested in connection therewith, such documents and papers, papers where appropriate, appropriate to be certified by proper Company or governmental authorities.

Company Documents; Proceedings. (a) On the Effective Closing Date, the Administrative Agent shall have received from each Credit Party Borrower a certificate, dated the Effective Closing Date, signed by the chairman of the boardchairman, a vice-chairman, the chief executive officerpresident, the any vice-president or any vice president other Authorized Officer of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party)Borrower, and attested to by the secretary or secretary, any assistant secretary or other senior officer of such Credit Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party)Borrower, in the form of Exhibit C I with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) documents of such Credit Party the Borrower and the resolutions of such Credit Party the Borrower referred to in such certificate certificate, and each all of the foregoing shall be in form and substance reasonably satisfactory to the Administrative AgentMajority Lenders. (b) On the Effective Closing Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Credit Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Administrative AgentMajority Lenders, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring- bring-down certificates and any other records of Company proceedings and governmental approvals, if any, that which the Administrative Agent (acting at the direction of the Majority Lenders) reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.

Company Documents; Proceedings. (a) On the Effective Date, the Administrative Agent shall have received from each Credit Party of TAL Group and the Borrower a certificate, dated the Effective Date, signed by the chairman of the boardchairman, a vice-chairman, the chief executive officerpresident, the any vice-president or any vice president of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party)other Authorized Officer, and attested to by the secretary or secretary, any assistant secretary or other senior officer of such Credit Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party)Person, in the form of Exhibit C G with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) documents of such Credit Party Person and the resolutions of such Credit Party Person referred to in such certificate certificate, and each all of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent. (b) On the Effective Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Credit Agreement and the other 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 certificates, documents and papers, including good standing certificates, bring- bring-down certificates and any other records of Company proceedings and governmental approvals, if any, that which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.

Company Documents; Proceedings. (a) On the Effective Closing Date, the Administrative Agent shall have received from each Credit Party of TAL Group and the Borrower a certificate, dated the Effective Closing Date, signed by the chairman of the boardchairman, a vice-chairman, the chief executive officerpresident, the any vice-president or any vice president of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party)other Authorized Officer, and attested to by the secretary or secretary, any assistant secretary or other senior officer of such Credit Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party)Person, in the form of Exhibit C G with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) documents of such Credit Party Person and the resolutions of such Credit Party Person referred to in such certificate certificate, and each all of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent. (b) On the Effective Closing Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Credit Agreement and the other Loan 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 certificates, documents and papers, including good standing certificates, bring- bring-down certificates and any other records of Company proceedings and governmental approvals, if any, that which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.

Company Documents; Proceedings. (a) On the Restatement Effective Date, the Administrative Agent shall have received from each Credit Party Borrower a certificate, dated the Restatement Effective Date, signed by the chairman of the boardchairman, a vice-chairman, the chief executive officerpresident, the any vice-president or any vice president other Authorized person of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party)Borrower, and attested to by the secretary or secretary, any assistant secretary or other senior officer of such Credit Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party)Borrower, in the form of Exhibit C L with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) documents of such Credit Party Borrower and the resolutions of such Credit Party Borrower referred to in such certificate certificate, and each all of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent. (b) On the Restatement Effective Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Credit Agreement and the other 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 certificates, documents and papers, including good standing certificates, bring- bring-down certificates and any other records of Company proceedings and governmental approvals, if any, that which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.

Company Documents; Proceedings. (a) On the Effective Date, the Administrative Agent shall have received from the Borrower and each Credit Party Subsidiary Guarantor a certificate, dated the Effective Date, signed by the chairman of the boardchairman, a vice-chairman, the chief executive officerpresident, the any vice-president or any vice president other authorized person of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), and attested to by the secretary or secretary, any assistant secretary or other senior officer of such Credit Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), in the form of Exhibit C F with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) documents of such Credit Party and the resolutions of such Credit Party referred to in such certificate certificate, and each all of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent. (b) On the Effective Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other 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 certificates, documents and papers, including good standing certificates, bring- bring-down certificates and any other records of Company proceedings and governmental approvals, if any, that which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.

Company Documents; Proceedings. (a) On the Effective Closing Date, the Administrative Agent shall have received from each Credit Party Borrower a certificate, dated certificate of the Effective DateBorrower, signed on the Borrower’s behalf by the chairman of the boardsecretary, the chief executive officer, the president or any vice president of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), and attested to by the secretary or any assistant secretary or other senior officer of such Credit Party (orthe Borrower, in the case of any Foreign Credit Party, another authorized signatory thereof attaching and certifying as permitted under applicable law to true and the relevant charter documents of such Foreign Credit Party), in the form of Exhibit C with appropriate insertions, together with correct copies of the certificate or articles of incorporation, certificate memorandum of formationassociation, operating agreements and bybye-laws (or equivalent organizational documents) documents of such Credit Party the Borrower and the resolutions of such Credit Party the board of directors of the Borrower referred to in such certificate certificate, and each all of the foregoing shall be in form and substance reasonably satisfactory to the Administrative AgentMajority Lenders. (b) On the Effective Closing Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Credit Agreement and the other Loan Documents shall be reasonably satisfactory in form and substance to the Administrative AgentMajority Lenders, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including any good standing certificates, bring- certificates and bring-down certificates and any other records of Company proceedings and governmental approvals, if any, that the Administrative Agent (acting at the direction of the Majority Lenders) reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company company or governmental authorities.

Company Documents; Proceedings. (a) On the Effective Date, the Administrative Agent shall have received from each Credit Party of TAL Group and the Borrower a certificate, dated the Effective Date, signed by the chairman of the boardchairman, a vice-chairman, the chief executive officerpresident, the any vice-president or any vice president of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party)other Authorized Officer, and attested to by the secretary or secretary, any assistant secretary or other senior officer of such Credit Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), in the form of Exhibit C with appropriate insertionsPerson, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) documents of such Credit Party Person and the resolutions of such Credit Party Person referred to in such certificate certificate, and each all of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent. (b) On the Effective Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Credit Agreement and the other 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 certificates, documents and papers, including good standing certificates, bring- bring-down certificates and any other records of Company proceedings and governmental approvals, if any, that which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.

Company Documents; Proceedings. (a) On the Effective Initial Borrowing Date, the Administrative Agent shall have received from each Credit Party Borrower and each U.S. Subsidiary Guarantor a certificate, dated the Effective Initial Borrowing Date, signed by the chairman of the board, the chief executive officer, the president or any vice president an Authorized Officer of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), and attested to by the secretary or secretary, any assistant secretary or other senior officer of such Credit Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), in the form of Exhibit C F with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) documents of such Credit Party and the resolutions of such Credit Party referred to in such certificate certificate, and each all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be in form and substance reasonably satisfactory to the Administrative Agent. (b) On the Effective Initial Borrowing Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other 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 certificates, documents and papers, including good standing certificates, bring- bring-down certificates and any other records of Company proceedings and governmental approvals, if any, that which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.

Company Documents; Proceedings. (a) On the Effective Closing Date, the Administrative Agent shall have received from each Credit Party Borrower a certificate, dated certificate of the Effective DateBorrower, signed on the Borrower’s behalf by the chairman of the boardsecretary, the chief executive officer, the president or any vice president of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), and attested to by the secretary or any assistant secretary or other senior officer of such Credit Party (orthe Borrower, in the case of any Foreign Credit Party, another authorized signatory thereof attaching and certifying as permitted under applicable law to true and the relevant charter documents of such Foreign Credit Party), in the form of Exhibit C with appropriate insertions, together with correct copies of the certificate or articles of incorporation, certificate memorandum of formationassociation, operating agreements and bybye-laws (or equivalent organizational documents) documents of such Credit Party the Borrower and the resolutions of such Credit Party the board of directors of the Borrower referred to in such certificate certificate, and each all of the foregoing shall be in form and substance reasonably satisfactory to the Administrative AgentMajority Lenders. (b) On the Effective Closing Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Credit Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Administrative AgentMajority Lenders, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring- bring-down certificates and any other records of Company proceedings and governmental approvals, if any, that which the Administrative Agent (acting at the direction of the Majority Lenders) reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.

Company Documents; Proceedings. (a) On the Effective Closing Date, the Administrative Agent shall have received from each Credit Party Borrower a certificate, dated the Effective Closing Date, signed by the chairman of the boardchairman, a vice-chairman, the chief executive officerpresident, the any vice-president or any vice president other Authorized person of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party)Borrower, and attested to by the secretary or secretary, any assistant secretary or other senior officer of such Credit Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party)Borrower, in the form of Exhibit C M with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) documents of such Credit Party Borrower and the resolutions of such Credit Party Borrower referred to in such certificate certificate, and each all of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent. (b) On the Effective Closing Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Loan Agreement and the other 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 certificates, documents and papers, including good standing certificates, bring- bring-down certificates and any other records of Company proceedings and governmental approvals, if any, that which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.

Company Documents; Proceedings. (a) On the Effective Closing Date, the Administrative Agent shall have received from each Credit Party Borrower a certificate, dated certificate of the Effective DateBorrower, signed on the Borrower’s behalf by the chairman of the boardsecretary, the chief executive officer, the president or any vice president of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), and attested to by the secretary or any assistant secretary or other senior officer of such Credit Party (orthe Borrower, in the case of any Foreign Credit Party, another authorized signatory thereof attaching and certifying as permitted under applicable law to true and the relevant charter documents of such Foreign Credit Party), in the form of Exhibit C with appropriate insertions, together with correct copies of the certificate or articles of incorporation, certificate memorandum of formationassociation, operating agreements and bybye-laws (or equivalent organizational documents) documents of such Credit Party the Borrower and the resolutions of such Credit Party the board of directors of the Borrower referred to in such certificate certificate, and each all of the foregoing shall be in form and substance reasonably satisfactory to the Administrative AgentMajority Lenders. (b) On the Effective Closing Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Credit Agreement and the other Loan Documents shall be reasonably satisfactory in form and substance to the Administrative AgentMajority Lenders, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring- bring-down certificates and any other records of Company proceedings and governmental approvals, if any, that which the Administrative Agent (acting at the direction of the Majority Lenders) reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company company or governmental authorities.

Company Documents; Proceedings. (a) On the Effective Date, the The Administrative Agent shall have received from each Credit Party of TAL Group and the Borrower a certificate, dated the Effective Closing Date, signed by the chairman of the boardchairman, a vice-chairman, the chief executive officerpresident, the any vice-president or any vice president of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party)other Authorized Officer, and attested to by the secretary or any assistant secretary of such Credit Party (orPerson, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), in the form of Exhibit C with appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) documents of such Credit Party Person and the resolutions of such Credit Party Person referred to in such certificate certificate, and each all of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent. (b) On the Effective Date, all Company and legal proceedings and all All instruments and agreements in connection with the transactions contemplated by this Term Loan Agreement and the other Loan 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 certificates, documents and papers, including good standing certificates, bring- bring-down certificates and any other records of Company proceedings and governmental approvals, if any, that which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.