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 of TAL Group and the Borrower a certificate, dated the Effective Date, signed by the chairman, a vice-chairman, the president, any vice-president or any other Authorized Officer, and attested to by the secretary, any assistant secretary or other senior officer of such Person, in the form of Exhibit G with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Person and the resolutions of such Person referred to in such certificate, and all of the foregoing shall be reasonably satisfactory to the Administrative Agent. (b) On the Effective Date, 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-down certificates and any other records of Company proceedings and governmental approvals, if any, 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 Third Restatement Effective Date, the Administrative Agent shall have received from each of TAL Group and the Borrower a certificate, dated the Third Restatement Effective Date, signed by the chairman, a vice-chairman, the president, any vice-president President or any other Authorized OfficerVice President of each Credit Party, and attested to by the secretary, Secretary or any assistant secretary or other senior officer Assistant Secretary of such PersonCredit Party, in the form of Exhibit G E with appropriate insertions, together with copies of the certificate Certificate of incorporationIncorporation, byBy-laws Laws or other equivalent organizational documents of such Person Credit Party and the resolutions of such Person Credit Party referred to in such certificate, and all of the foregoing shall be reasonably satisfactory acceptable to each of the Administrative AgentAgents and the Required Banks in their sole discretion. (b) On the Effective Date, All Company and legal proceedings and all instruments and agreements in connection with relating to the transactions contemplated by this Credit 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 records of Company proceedings, governmental approvals, good standing certificates, certificates and bring-down certificates and any other records of Company proceedings and governmental approvalstelegrams, if any, 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 Date, the Administrative Agent shall have received from each of TAL Group and the Borrower Credit Party a certificate, dated the Effective Date, signed by the chairman, a vice-chairmanchairman of the board, the presidentchief executive officer, any vice-the president or any other Authorized Officervice 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, secretary or any assistant secretary or other senior officer of such PersonCredit 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 G 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 Person Credit Party and the resolutions of such Person Credit Party referred to in such certificate, certificate and all 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 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, which 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 Effective Closing Date, the Administrative Agent shall have received from each of TAL Group and the Borrower a certificate, dated the Effective Closing Date, signed by the chairman, a vice-chairman, the president, any vice-president or any other Authorized OfficerOfficer of the Borrower, and attested to by the secretary, any assistant secretary or other senior officer of such Personthe Borrower, in the form of Exhibit G I with appropriate insertions, together with copies of the certificate of incorporationformation, by-laws or equivalent organizational documents of such Person the Borrower and the resolutions of such Person the Borrower referred to in such certificate, and all of the foregoing shall be reasonably satisfactory to the Administrative AgentMajority Lenders. (b) On the Effective Closing Date, 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-down certificates and any other records of Company proceedings and governmental approvals, if any, 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 Restatement Effective Date, the Administrative Agent shall have received from each of TAL Group and the Borrower a certificate, dated the Restatement Effective Date, signed by the chairman, a vice-chairman, the president, any vice-president or any other Authorized Officerperson of such Borrower, and attested to by the secretary, any assistant secretary or other senior officer of such PersonBorrower, in the form of Exhibit G L with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Person Borrower and the resolutions of such Person Borrower referred to in such certificate, and all of the foregoing shall be reasonably satisfactory to the Administrative Agent. (b) On the Restatement Effective Date, 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-down certificates and any other records of Company proceedings and governmental approvals, if any, 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 each of TAL Group and the Borrower a certificate, dated the Effective Date, signed by the chairman, a vice-chairman, the president, any vice-president or any other Authorized Officer, and attested to by the secretary, any assistant secretary or other senior officer of such Person, in the form of Exhibit G with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Person and the resolutions of such Person referred to in such certificate, and all of the foregoing shall be reasonably satisfactory to the Administrative Agent. (b) On the Effective Date, 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-down certificates and any other records of Company proceedings and governmental approvals, if any, 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 The Administrative Agent shall have received from each of TAL Group and the Borrower a certificate, dated the Effective Closing Date, signed by the chairman, a vice-chairman, the president, any vice-president or any other Authorized Officer, and attested to by the secretary, secretary or any assistant secretary or other senior officer of such Person, in the form of Exhibit G with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Person and the resolutions of such Person referred to in such certificate, and all of the foregoing shall be reasonably satisfactory to the Administrative Agent. (b) On the Effective Date, all All instruments and agreements in connection with the transactions contemplated by this Credit 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-down certificates and any other records of Company proceedings and governmental approvals, if any, 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 of TAL Group and the Borrower a certificate, dated the Effective Closing Date, signed by the chairman, a vice-chairman, the president, any vice-president or any other Authorized Officer, and attested to by the secretary, any assistant secretary or other senior officer of such Person, in the form of Exhibit G with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Person and the resolutions of such Person referred to in such certificate, and all of the foregoing shall be reasonably satisfactory to the Administrative Agent. (b) On the Effective Closing Date, 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-down certificates and any other records of Company proceedings and governmental approvals, if any, 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 of TAL Group and the Borrower a certificate, dated certificate of the Effective DateBorrower, signed by on the chairman, a vice-chairman, the president, any vice-president or any other Authorized Officer, and attested to Borrower’s behalf by the secretary, any assistant secretary or other senior officer of such Personthe Borrower, in the form of Exhibit G with appropriate insertions, together with attaching and certifying as to true and correct copies of the certificate of incorporation, bymemorandum of association, bye-laws or equivalent organizational documents of such Person the Borrower and the resolutions of such Person the board of directors of the Borrower referred to in such certificate, and all of the foregoing shall be reasonably satisfactory to the Administrative AgentMajority Lenders. (b) On the Effective Closing Date, 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-down certificates and any other records of Company proceedings and governmental approvals, if any, 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 of TAL Group and the Borrower a certificate, dated the Effective Closing Date, signed by the chairman, a vice-chairman, the president, any vice-president or any other Authorized Officerperson of such Borrower, and attested to by the secretary, any assistant secretary or other senior officer of such PersonBorrower, in the form of Exhibit G M with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Person Borrower and the resolutions of such Person Borrower referred to in such certificate, and all of the foregoing shall be reasonably satisfactory to the Administrative Agent. (b) On the Effective Closing Date, all instruments and agreements in connection with the transactions contemplated by this Credit 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-down certificates and any other records of Company proceedings and governmental approvals, if any, 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 of TAL Group and the Borrower a certificate, dated certificate of the Effective DateBorrower, signed by on the chairman, a vice-chairman, the president, any vice-president or any other Authorized Officer, and attested to Borrower’s behalf by the secretary, any assistant secretary or other senior officer of such Personthe Borrower, in the form of Exhibit G with appropriate insertions, together with attaching and certifying as to true and correct copies of the certificate of incorporation, bymemorandum of association, bye-laws or equivalent organizational documents of such Person the Borrower and the resolutions of such Person the board of directors of the Borrower referred to in such certificate, and all of the foregoing shall be reasonably satisfactory to the Administrative AgentMajority Lenders. (b) On the Effective Closing Date, 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-down certificates and any other records of Company proceedings and governmental approvals, if any, 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 Closing Date, the Administrative Agent shall have received from each of TAL Group and the Borrower a certificate, dated certificate of the Effective DateBorrower, signed by on the chairman, a vice-chairman, the president, any vice-president or any other Authorized Officer, and attested to Borrower’s behalf by the secretary, any assistant secretary or other senior officer of such Personthe Borrower, in the form of Exhibit G with appropriate insertions, together with attaching and certifying as to true and correct copies of the certificate of incorporation, bymemorandum of association, bye-laws or equivalent organizational documents of such Person the Borrower and the resolutions of such Person the board of directors of the Borrower referred to in such certificate, and all of the foregoing shall be reasonably satisfactory to the Administrative AgentMajority Lenders. (b) On the Effective Closing Date, 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, certificates and bring-down certificates and any other records of Company proceedings and governmental approvals, if any, which 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 Initial Borrowing Date, the Administrative Agent shall have received from Holdings and each of TAL Group and the Borrower other Credit Party a certificate, dated the Effective Initial Borrowing Date, signed by the chairman, a vice-chairman, the president, president or any vice-president or any other Authorized Officerof such Credit Party, and attested to by the secretary, secretary or any assistant secretary or other senior officer of such PersonCredit Party, in the form of Exhibit G F with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational ---------- /3/ CSFB to provide internally approved form language for condition in respect of "know your customer" and Anti-Money Laundering rules and regulations. documents of such Person Credit Party and the resolutions of such Person Credit Party referred to in such certificate, certificate and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the Administrative AgentAgents. (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 Credit Agreement and the other 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 certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of Company proceedings and governmental approvals, 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 Company or governmental authorities.