Company Documents. On or before the Closing Date, Company shall deliver or cause to be delivered to Lenders (or to Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Closing Date: (i) Certified copies of its Articles of Incorporation, together with a good standing certificate from the Secretary of State of the State of California and each other state in which it is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such states, each dated a recent date prior to the Closing Date; (ii) Copies of its Bylaws, certified as of the Closing Date by its corporate secretary or an assistant secretary; (iii) Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, certified as of the Closing Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of its officers executing this Agreement and the other Loan Documents; (v) Executed originals of this Agreement, the Notes (duly executed in accordance with subsection 2.1E, payable to each Lender and with appropriate insertions), the Collateral Account Agreement, the Subordination Agreements and the other Loan Documents to which it is a party; and (vi) Such other documents as Agent may reasonably request.
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Samples: Credit Agreement (Varco International Inc), Credit Agreement (Varco International Inc)
Company Documents. On or before the Closing Date, Company shall deliver or cause to be delivered to Lenders (or to Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Closing Date:
(i) Certified copies of its Articles Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the State of California Texas and each other state in which it is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such states, each dated a recent date prior to the Closing Date;
(ii) Copies of its Bylaws, certified as of the Closing Date by its corporate secretary or an assistant secretary;
(iii) Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, certified as of the Closing Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment;
(iv) Signature and incumbency certificates of its officers executing this Agreement and the other Loan Documents;
(v) Executed originals of this Agreement, the Notes (duly executed in accordance with subsection 2.1E, payable drawn to the order of each Lender and with appropriate insertions), the Collateral Account Agreement, the Subordination Agreements ) and the other Loan Documents to which it is a partyDocuments; and
(vi) Such other documents as Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Trammell Crow Co)
Company Documents. On or before the Closing Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Closing Effective Date:
(i) Certified copies of its Articles of Incorporationcharter documents, together with a good standing certificate from the Secretary of State of the State of California Nevada and each other state in which it is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such states, each dated a recent date prior to the Closing Effective Date;
(ii) Copies of its Bylaws, certified as of the Closing Effective Date by its corporate secretary or an assistant secretary;
(iii) Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement and the other New Loan DocumentsDocuments to which it is a party, certified as of the Closing Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment;
(iv) Signature and incumbency certificates of its officers executing this Agreement and the other New Loan DocumentsDocuments to which it is a party;
(v) Executed originals of this Agreement, the Notes (duly executed in accordance with subsection 2.1E, payable drawn to the order of each Lender and Swing Line Lender if requested by such Lender or Swing Line Lender and with appropriate insertions), the Collateral Account Agreement, the Subordination Agreements Acknowledgement and Confirmation and the other New Loan Documents to which it is a party; and
(vi) Such other documents as Administrative Agent may reasonably request.
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Company Documents. On or before the Closing Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Closing Effective Date:
(i) Certified copies of its Articles Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the State of California Minnesota and each other state in which it is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such states, each dated a recent date prior to the Closing Effective Date;
(ii) Copies of its Bylaws, certified as of the Closing Effective Date by its corporate secretary or an assistant secretary;
(iii) Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement and Agreement, the other Loan Documents and the Cinnabon Acquisition Documents to which it is a party and approving the Cinnabon Acquisition as contemplated by the Cinnabon Acquisition Documents, certified as of the Closing Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment;
(iv) Signature and incumbency certificates of its officers executing this Agreement and the other Loan Documents;
(v) Executed originals of this Agreement, Agreement and (to the Notes (duly extent not previously executed in accordance with subsection 2.1E, payable and delivered to each Lender and with appropriate insertions), the Collateral Account Agreement, the Subordination Agreements and Lenders) the other Loan Documents to which it is a party; and
(vi) Such other documents as Lead Arranger or Administrative Agent may reasonably request.
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Company Documents. On or before the Closing Date, Company shall deliver or cause to be delivered to Lenders (or to Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Closing Date:
(i) Certified copies of its Articles Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the State of California Delaware and each other state in which it is qualified as a foreign corporation to do business and, to the extent generally available, and a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such statesstates (or in lieu of such certificate as to the payment of such taxes, an Officers' Certificate to such effect), each dated a recent date prior to the Closing Date;
(ii) Copies of its Bylaws, certified as of the Closing Date by its corporate secretary or an assistant secretary;
(iii) Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement, the other Loan Documents and the related amendments to the Existing Revolving Credit Agreement and the other Loan DocumentsExisting L/C Agreement, certified as of the Closing Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment;
(iv) Signature and incumbency certificates of its officers executing this Agreement, the other Loan Documents to which it is to be a party, the Notes and the related 51 amendments to the Existing Revolving Credit Agreement and the other Loan DocumentsExisting L/C Agreement;
(v) Executed originals of this Agreement, the Notes (duly executed in accordance with subsection 2.1E, payable drawn to the order of each Lender and with appropriate insertions), the Collateral Account Agreement, the Subordination Agreements and the other Loan Documents and the related amendments to which it is a partythe Existing Revolving Credit Agreement and the Existing L/C Agreement; and
(vi) Such other documents as Agent or Requisite Lenders may reasonably request.
Appears in 1 contract
Company Documents. On or before the Closing Date, Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its for Agents' counsel) the following, each, unless otherwise noted, dated the Closing Date:
(i) Certified copies of its Articles Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the State of California Delaware and each other state in which it is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such states, each dated a recent date prior to the Closing Date;
(ii) Copies of its Bylaws, certified as of the Closing Date by its corporate secretary or an assistant secretary;
(iii) Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, certified as of the Closing Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment;
(iv) Signature and incumbency certificates of its officers executing this Agreement and the other Loan Documents;
(v) Executed originals of this Agreement, the Notes (duly executed in accordance with subsection 2.1E, payable drawn to the order of each Lender and with appropriate insertions), the Collateral Account Agreement, the Subordination Agreements ) and the other Loan Documents to which it is a partyDocuments; and
(vi) Such other documents as Administrative Agent may reasonably request.
Appears in 1 contract
Company Documents. On or before the Closing Date, Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Closing Date:
(i) Certified copies of its Articles Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the State of California Minnesota and each other state in which it is qualified as a foreign corporation corpora tion to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such states, each dated a recent date prior to the Closing Date;
(ii) Copies of its Bylaws, certified as of the Closing Date by its corporate secretary or an assistant secretary;
(iii) Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, certified as of the Closing Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment;
(iv) Signature and incumbency certificates of its officers executing this Agreement and the other Loan Documents;
(v) Executed originals of this Agreement, the Acquisition Loan Notes, the Term Loan Notes, the Revolving Notes and the Swing Line Note (duly executed in accordance with subsection 2.1E, payable drawn to the order of each Lender and the Swing Line Lender and with appropriate insertions), the Collateral Account Agreement, the Subordination Agreements Company Security Agreement, the Company Trademark Security Agreement, the Company Pledge Agreement, the Company Patent and Copyright Security Agreement and the other Loan Documents to which it is a party; and
(vi) Such other documents as Arranging Agent or Administrative Agent may reasonably request.
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Company Documents. On or before the Closing Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Closing Effective Date:
(i) Certified copies of its Articles of Incorporationcharter documents, together with a good standing certificate from the Secretary of State of the State of California Nevada and each other state in which it is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such states, each dated a recent date prior to the Closing Effective Date;
(ii) Copies of its Bylaws, certified as of the Closing Effective Date by its corporate secretary or an assistant secretary;
(iii) Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement and the other New Loan DocumentsDocuments to which it is a party, certified as of the Closing Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment;
(iv) Signature and incumbency certificates of its officers executing this Agreement and the other New Loan DocumentsDocuments to which it is a party;
(v) Executed originals of this Agreement, any Notes drawn to the Notes (duly executed in accordance with subsection 2.1E, payable to order of each Lender and Swing Line Lender if requested by such Lender or Swing Line Lender and with appropriate insertions), the Collateral Account Agreement, the Subordination Agreements Acknowledgement and Confirmation and the other New Loan Documents to which it is a party; and
(vi) Such other documents as Administrative Agent may reasonably request.
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Company Documents. On or before the Restatement Closing Date, Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Restatement Closing Date:
(i) Certified copies of its Articles Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the State of California and each other state in which it is qualified as a foreign corporation to do business Delaware and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such statesstate, each dated a recent date prior to the Restatement Closing Date;
(ii) Copies of its Bylaws, certified as of the Restatement Closing Date by its corporate secretary or an assistant secretary;
(iii) Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, certified as of the Restatement Closing Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment;
(iv) Signature and incumbency certificates of its officers executing this Agreement and the other Loan Documents;; and
(v) Executed originals of this Agreement, the Notes (duly executed in accordance with subsection 2.1E, payable drawn to the order of each Lender and with appropriate insertions), the Collateral Account Agreement, the Subordination Agreements ) and the other Loan Documents to which it is a party; and
(vi) Such other documents as Agent may reasonably requestDocuments.
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Company Documents. On or before the Closing Date, Company shall deliver or cause to be delivered to Lenders (or to Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counselLender) the following, each, unless otherwise noted, dated the Closing Date:
(i) Certified copies of its Articles of Incorporation, together with a good standing certificate from the Secretary of State of the State of California Washington and each other state in which it is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such states, each dated a recent date prior to the Closing Date;
(ii) Copies of its Bylaws, certified as of the Closing Date by its corporate secretary or an assistant secretary;
(iii) Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement Agreement, the Notes, the Collateral Documents and the any other Loan DocumentsDocuments to which it is a party, certified as of the Closing Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment;
(iv) Signature and incumbency certificates of its officers executing this Agreement Agreement, the Notes, the Collateral Documents, and the other Loan DocumentsDocuments to which it is a party;
(v) Executed originals of this Agreement, the Notes (duly executed in accordance with subsection 2.1E2.1, payable drawn to the order of each Lender and with appropriate insertions), the Collateral Account AgreementDocuments, the Subordination Agreements and the other Loan Documents Documents, in each case, to which it is a party; and
(vi) Such other documents as Agent or any Lender may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Oakley Inc)
Company Documents. On or before the Closing Date, Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Closing Date:
(i) Certified copies of its Articles of Incorporationcharter documents, together with a good standing certificate from the Secretary of State of the State of California Nevada and each other state in which it is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such states, each dated a recent date prior to the Closing Date;
(ii) Copies of its Bylaws, certified as of the Closing Date by its corporate secretary or an assistant secretary;
(iii) Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement and the other Loan DocumentsDocuments to which it is a party, certified as of the Closing Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment;
(iv) Signature and incumbency certificates of its officers executing this Agreement and the other Loan DocumentsDocuments to which it is a party;
(v) Executed originals of this Agreement, any Notes drawn to the Notes (duly executed in accordance with subsection 2.1E, payable to order of each Lender and Swing Line Lender and with appropriate insertions), the Collateral Account Agreement, the Subordination Agreements insertions and the other Loan Documents to which it is a party; and
(vi) Such other documents as Administrative Agent may reasonably request.
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