Designated Borrowers Clause Samples

Designated Borrowers. (a) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any Domestic Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit G (a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent shall have received (i) with respect to the first designation of a Subsidiary as a Designated Borrower, the Guaranty duly executed by the Company and opinions of counsel as to the execution, delivery and enforceability of the Guaranty and such other matters concerning the Company and the Guaranty as the Administrative Agent or the Required Lenders may reasonably request, and (ii) with respect to each designation of a Subsidiary as a Designated Borrower such supporting resolutions, incumbency certificates, opinions of counsel, including such opinions from regulatory counsel reasonably acceptable to the Administrative Agent and such other matters concerning the applicable Subsidiary as the Administrative Agent or the Required Lenders may reasonably request, and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent and the Required Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit H (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions se...

Designated Borrowers. (a) Effective as of the date hereof, each of ▇▇▇▇▇▇ Europe Holdco Limited, ▇▇▇▇▇▇ UK Holdings Limited, Jacobs U.K. Limited, ▇▇▇▇▇▇ Engineering UK Limited, JEG Acquisition Company Limited, ▇▇▇▇▇▇ Nederland B.V., ▇▇▇▇▇▇ Engineering Singapore PTE Ltd, Jacobs Canada Inc., Jacobs Australia Pty Limited, Jacobs E&C Australia Pty Limited, ▇▇▇▇▇▇ Australia Holdings Company Pty. Ltd., and ▇▇▇▇▇▇ Group (Australia) PTY Ltd. shall be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement; provided that no Person organized under the laws of France shall be a “Designated Borrower” hereunder. (b) The Company may at any time, upon not less than 10 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), whereupon the Administrative Agent shall give prompt notice to the Lenders, designate any additional Material Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit G (a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates (to the extent such concept exists under applicable Law), opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent in its sole discretion but in any event, subject to differences among jurisdictions, shall be consistent and within substantially the same scope of documents and information requested to be delivered by the Borrowers on the Closing Date, and Notes signed by such new Borrowers to the extent any Lenders so require, subject to Section 2.11(a). If the Administrative Agent and the Required Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates (to the extent such concept exists under applicable Law), opinions of counsel and other documents ...

Designated Borrowers. (a) The Lead Borrower may at any time, and from time to time on or after the Effective Date, upon not less than 10 Business Days’ written notice from the Lead Borrower to the Agent (or such shorter period as may be agreed by the Agent in its sole discretion, without any requirement for Lender consent), designate any of Holdings’ Wholly Owned Subsidiaries that is a Domestic Subsidiary and a Loan Party as a “Designated Borrower” for purposes of this Agreement, and such Wholly Owned Subsidiary that is a Domestic Subsidiary and a Loan Party shall thereupon become a “Designated Borrower” for purposes of this Agreement and, as such, shall have all of the rights, privileges and obligations of a Borrower hereunder, provided (x) it has executed and delivered to the Agent a Designated Borrower Joinder Agreement and (y) it has delivered to each Lender any documentation and other information with respect to such Designated Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act, the Beneficial Ownership Regulation and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) reasonably requested by the Agent or any Lender, and each Lender shall have confirmed satisfaction with such documentation (such confirmation not to be unreasonably withheld, conditioned or delayed). The Agent shall promptly notify each Lender, each Issuing Bank and the Swing Line Lender of each such designation by the Lead Borrower and the identity of the respective Wholly Domestic Subsidiary that is a Domestic Subsidiary and a Loan Party. (b) Upon the payment and performance in full of all of the Obligations under this Agreement of any Designated Borrower in its capacity as such (other than any contingent indemnification obligations for which no claim has been made and the Outstanding Amount of all L/C Obligations with respect to Letters of Credit (if any) issued for the account of such Designated Borrower that have been Cash Collateralized), such Designated Borrower’s status as a “Designated Borrower” (but not its status as a Guarantor unless released in accordance with Section 3.09) shall terminate automatically upon written notice by the Lead Borrower to the Agent (which written notice the Agent shall give promptly to each Lender, each Issuing Bank and the Swing Line Lender). Thereafter, the Lenders shall be under no further obligation to make any A...

Designated Borrowers. After the Closing Date, the Company may at any time and from time to time designate any Eligible Subsidiary as a Designated Borrower by delivery to the Administrative Agent of a Designated Borrower Agreement executed by such Eligible Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction of such conditions precedent, such Subsidiary shall for all purposes of this Agreement be a Designated Borrower and a party to this Agreement. Each Designated Borrower shall remain a Designated Borrower until the Company shall have executed and delivered to the Administrative Agent a Designated Borrower Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Designated Borrower and a party to this Agreement. Notwithstanding the preceding sentence, no Designated Borrower Termination will become effective as to any Designated Borrower at a time when any principal of or interest on any Committed Loan to such Designated Borrower shall be outstanding hereunder; provided that such Designated Borrower Termination shall be effective to terminate the right of such Designated Borrower to request further Committed Borrowings under this Agreement. As soon as practicable upon receipt of a Designated Borrower Agreement, the Administrative Agent shall furnish a copy thereof to each Lender. It is understood and agreed that the obligations of each Borrower (other than, for the avoidance of doubt, the Company) shall be several in nature. Each Subsidiary of the Company that is or becomes a Designated Borrower pursuant to this Section 2.14 hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Committed Loans made by the Lenders to any such Designated Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication...

Designated Borrowers. The Company may at any time, upon not less than fifteen (15) Business Days’ notice from the Company to the Lender (or such shorter period as may be agreed by the Lender in its sole discretion), request to designate any Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Lender a duly executed notice and agreement in substantially the form of Exhibit G (a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) the Lender must agree to such Applicant Borrower becoming a Designated Borrower and (ii) the Lender shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Lender, as may be required by the Lender (the requirements in clauses (i) and (ii) hereof, the “Designated Borrower Requirements”). If the Designated Borrower Requirements are met, the Lender shall so notify the Company and shall specify the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon the Lender agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five (5) Business Days after such effective date.

Designated Borrowers. (a) Effective as of the date hereof each of FLIR Systems, B.V., a Dutch company under company registration No. 34216690, FLIR Systems Holding AB, a company incorporated in Sweden under company registration No. 556631-6013, FLIR Systems Aktiebolag, a company incorporated in Sweden under company registration No. 556256-6579, and FLIR Systems, Limited, a private limited liability company incorporated and existing under the laws of England and Wales registered under company number 01320288, shall be a “Designated Borrower” hereunder and may receive Revolving Loans for its account on the terms and conditions set forth in this Agreement. (b) The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request the designation of any Wholly Owned Subsidiary of the Company that is not an Immaterial Subsidiary (an “Applicant Borrower”) as a Designated Borrower to receive Revolving Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver copies thereof to each Lender) a duly executed notice in substantially the form of Exhibit 2.14(a) (a “Designated Borrower Request”). If (i) in the case of a Foreign Subsidiary, the Administrative Agent and the Revolving Lenders, and (ii) in the case of a Domestic Subsidiary, the Administrative Agent and the Required Revolving Lenders, agree that an Applicant Borrower shall be entitled to receive Revolving Loans hereunder, then the Administrative Agent and the Revolving Lenders, or the Required Revolving Lenders, as applicable, shall send an agreement in substantially the form of Exhibit 2.14(b) (a “Designated Borrower Joinder Agreement”) to the Company specifying (x) if such Applicant Borrower is a Foreign Subsidiary, the additional terms and conditions applicable to extensions of credit to such Applicant Borrower and (y) the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof. Upon the execution of such Designated Borrower Joinder Agreement by the Company and such Applicant Borrower, such Applicant Borrower shall be a Designated Borrower and permitted to receive Loans hereunder, on the terms and conditions set forth herein and therein, and such Applicant Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be sub...

Designated Borrowers. Open Text ULC Open Text Corporation Open Text Holdings, Inc.

Designated Borrowers. Parent or Corp. may from time to time designate one or more Persons as a Designated Borrower (each, a "Designated Borrower" and, collectively, the "Designated Borrowers"), subject to the following terms and conditions: (a) each such Person shall be a special purpose entity organized under the laws of the United States of America, a state thereof or the District of Columbia; (b) each such Person shall enter into an appropriately completed DB Assumption Agreement in the form of Exhibit I hereto on or prior to the date of designation; (c) each such Person shall furnish to each Lender its most recent historic or pro forma financial statements (which financial statements may be summary in nature and unaudited) on or prior to the date of designation; (d) at the time of such designation, such Person shall not be subject to any bankruptcy or insolvency proceeding of the type referred to in Section 8.01(h) or (i) and shall not be subject to any material litigation; (e) on or prior to the date of designation, such Person shall execute and deliver to each Lender a Revolving Note and a Competitive Bid Note to evidence the DB Loans incurred by such Person; (f) on or prior to the date of designation, the Administrative Agent shall have received from such Person a certificate, signed by an Authorized Officer of such Person in the form of Exhibit E with appropriate insertions or deletions, together with (x) copies of its certificate of incorporation, by-laws or other organizational documents and (y) the resolutions relating to the Credit Documents which shall be satisfactory to the Administrative Agent; and (g) on or prior to the date of designation, the Administrative Agent shall have received an opinion, addressed to each Agent and each of the Lenders and dated the date of designation, from counsel to such Person which opinion shall be substantially in the form of Exhibit K hereto.

Designated Borrowers. 13 1.18 Retroactivity ..................................................................... 14 SECTION 2. Fees; Commitments ...................................................................... 14 2.01 Fees .............................................................................. 14 2.02 Voluntary Reduction of Commitments ................................................ 14 2.03 Mandatory Reduction of Commitments ................................................ 14 SECTION 3. Payments ............................................................................... 15