Common use of Company Documents; Proceedings Clause in Contracts

Company Documents; Proceedings. (a) On the Initial Borrowing ------------------------------ Date, the Administrative Agent shall have received from the Borrower and each other Credit Party a certificate, dated the Initial Borrowing Date, signed by the chairman, a vice-chairman, the president or any vice-president of such Credit Party, and attested to by the secretary or any assistant secretary of such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Party and the resolutions of such Credit Party referred to in such certificate and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the Agents. (b) On the 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 Agents, 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 any Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities. (c) On the Initial Borrowing Date and after giving effect to the Transaction, the capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by the Borrower or any of its Subsidiaries), and management of the Borrower and its Subsidiaries shall be in form and substance satisfactory to the Agents.

Company Documents; Proceedings. (a) On the Initial ------------------------------ Borrowing ------------------------------ Date, the Administrative Agent shall have received from the Borrower and each other Credit Party a certificate, dated the Initial Borrowing Date, signed by the chairmanchairman of the board, a vice-chairmanthe chief executive officer, the president or any vice-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 F 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 and the resolutions of such Credit Party referred to in such certificate and all each 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 AgentsAdministrative Agent. (b) On the 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 AgentsAdministrative 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 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. (c) On the Initial Borrowing Date and after giving effect to the Transaction, the capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by the Borrower or any of its Subsidiaries), and management of the Borrower and its Subsidiaries shall be in form and substance satisfactory to the Agents.

Company Documents; Proceedings. (a) On In connection with the Initial Borrowing ------------------------------ Daterequirements of the Amendment and Restatement Agreement, the Administrative Agent shall have received required the delivery from the Borrower and each other Credit Party a certificate, dated the Initial Borrowing 2010 Restatement Effective Date, signed by the chairmanchairman of the board, a vice-chairmanthe chief executive officer, the president or any vice-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 F 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 and the resolutions of such Credit Party referred to in such certificate in form and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be substance reasonably satisfactory to the AgentsAdministrative Agent. (b) On the Initial Borrowing Date2010 Restatement Effective Date and in connection with the requirements pursuant to the Amendment and Restatement Agreement, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this the Existing Credit Agreement and the other Documents shall were required to be reasonably satisfactory in form and substance to the AgentsAdministrative Agent, and the Administrative Agent shall was required to 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 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. (c) On the Initial Borrowing Date and after giving effect to the Transaction, the capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by the Borrower or any of its Subsidiaries), and management of the Borrower and its Subsidiaries shall be in form and substance satisfactory to the Agents.

Company Documents; Proceedings. (a) On the Initial Borrowing ------------------------------ Restatement Effective Date, the Administrative Agent shall have received from the Borrower and each other Credit Party a certificate, dated the Initial Borrowing Restatement Effective Date, signed by the chairmanchairman of the board, a vice-chairmanthe chief executive officer, the president or any vice-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 F 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 and the resolutions of such Credit Party referred to in such certificate and all each 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 AgentsAdministrative Agent. (b) On the Initial Borrowing Restatement 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 AgentsAdministrative 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 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. (c) On the Initial Borrowing Date and after giving effect to the Transaction, the capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by the Borrower or any of its Subsidiaries), and management of the Borrower and its Subsidiaries shall be in form and substance satisfactory to the Agents.

Company Documents; Proceedings. (a) On the Initial Borrowing ------------------------------ Date, the Administrative Agent shall have received from the Borrower and each other Credit Party a certificate, dated the Initial Borrowing Date, signed by the chairmanchairman of the board, a vice-chairmanthe chief executive officer, the president or any vice-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 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 and all each 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 AgentsAdministrative Agent. (b) On the 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 AgentsAdministrative 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 any 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. (c) On the Initial Borrowing Date and after giving effect to the Transaction, the capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by the Borrower or any of its Subsidiaries), and management of the Borrower and its Subsidiaries shall be in form and substance satisfactory to the Agents.

Company Documents; Proceedings. (a) On the Initial Borrowing ------------------------------ Date, the Administrative Agent shall have received from the Borrower and each other Credit Party a certificate, dated the Initial Borrowing Date, signed by the chairmanchairman of the board, a vice-chairmanthe chief executive officer, the president or any vice-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 F 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 and the resolutions of such Credit Party referred to in such certificate and all each 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 AgentsAdministrative Agent. (b) On the 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 AgentsAdministrative 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 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. (c) On the Initial Borrowing Date and after giving effect to the Transaction, the capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by the Borrower or any of its Subsidiaries), and management of the Borrower and its Subsidiaries shall be in form and substance satisfactory to the Agents.