Dutch Obligors Sample Clauses

Dutch Obligors. No works council (ondernemingsraad) has the right to give advice in relation to the entry into and performance of this Agreement.
Sample 1Sample 2Sample 3See All (6)
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Dutch Obligors. Each Original Borrower incorporated in the Netherlands (the "Dutch Borrower") is in compliance with The Netherlands Act on the Supervision of Credit Institutions 1992 (Wet Toezicht Kredietwezen 1992, hereinafter, the "WTK") and, to the extent applicable, complies with and will at all times comply with the requirements for exemption as set out in the Ministerial Regulation of 4th February 1993 (the "Regulation") in implementation of Article 1 paragraph 3 of WTK as in effect - retroactively - from 1st January 1993 and published in the Official State Gazette (Staatscourant) No. 29 of 11th February 1993 and exempting from banking supervision exercised by the Netherlands' Central Bank (De Nederlandsche Bank N.V.; "DNB") Netherlands finance companies (such as the Dutch Borrower) subject to the conditions set out in the Regulation being met. The Dutch Borrower has not received from DNB a notice within the meaning of article 7 of the Regulation by which DNB sets a period within which the Dutch Borrower must comply with the provisions of the Regulation.
Sample 1Sample 2
Dutch Obligors. (a) A copy of a resolution of the managing board, supervisory board and shareholders in general meeting, as appropriate, of each Dutch Obligor (and of each Dutch Non-Obligor entering into a Subordination Agreement) approving the terms of, and the transactions contemplated by, the Finance Documents. (b) An unconditional positive (central) works council advice in respect of the transactions contemplated by the Finance Documents. (c) An extract of the registration of each Dutch Obligor (and of each Dutch Non-Obligor entering into a Subordination Agreement) in the trade register of the chamber of commerce.
Sample 1
Dutch Obligors. (a) A copy of the articles of association (statuten) and deed of incorporation (oprichtingsakte) of each Dutch Obligor, as well as an extract (uittreksel) from the Dutch Commercial Register (Handelsregister) of such Dutch Obligor. (b) A copy of a resolution of the board of managing directors of each Dutch Obligor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party; (ii) if applicable, authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and (iii) if applicable, authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. (c) If applicable, a copy of the resolution of the board of supervisory directors of each Dutch Obligor approving the resolutions of the board of managing directors referred to under paragraph (b) above and, if relevant, appointing an authorised person to represent the relevant Dutch Obligor in case of a conflict of interest. (d) A copy of the resolution of the shareholder(s) of each Dutch Obligor approving the resolutions of the board of managing directors referred to under paragraph (b) above, if relevant, and appointing an authorised person to represent the relevant Dutch Obligor in case of a conflict of interest. (e) A specimen of the signature of each member of the board of managing directors of each Dutch Obligor and, if applicable, each person authorised by the resolutions referred to in sub-paragraphs (ii) and/or (iii) of paragraph (b) above in relation to the Finance Documents. (f) A certificate of an authorised signatory of the relevant Dutch Obligor certifying that each copy document relating to it specified in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. (g) If applicable, a copy of (i) the request for advice from each works council, or central or European works council with jurisdiction over the transactions contemplated by this Agreement and (ii) the positive advice from such works council which contains no condition, which if complied with, could result in a breach of any of any of the Finance Documents.
Sample 1
Dutch Obligors. If applicable, each Dutch Obligor has given any works council (ondernemingsraad) that under the Works Council Act (Wet op de ondernemingsraden) has the right to give advice in relation to the entry into and performance of this Agreement the opportunity to give such advice and has obtained unconditional positive advice from such works council.
Sample 1
Dutch Obligors. (a) A copy of a resolution of the managing board, supervisory board and shareholders in general meeting, as appropriate, of each Dutch Obligor (and of each Dutch Non-Obligor, if any, entering into a Subordination Agreement) approving the terms of, and the transactions contemplated by, the Finance Documents. (b) An unconditional positive (central) works council advice in respect of the transactions contemplated by the Finance Documents. (c) An extract of the registration of each Dutch Obligor (and of each Dutch Non-Obligor, if any, entering into a Subordination Agreement) in the trade register of the chamber of commerce.
Sample 1
Dutch Obligors. (a) A copy of a resolution of the managing board of the Company approving the terms of, and the transactions contemplated by, the Finance Documents. (b) An unconditional positive (central) works council advice in respect of the transactions contemplated by the Finance Documents. (c) An extract of the registration of the Company in the trade register of the chamber of commerce.
Sample 1
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Dutch Obligors. (a) A copy of the constitutional documents of each of the Dutch Obligors including, in relation to the Company, a copy of the articles of association (statuten) and deed of incorporation (oprichtingsakte) as well as an extract (uittreksel) from the Dutch. Commercial Register (Handelsregister) of the Company. (b) A copy of a resolution of the board of managing directors or board of directors of each of the Dutch Obligors: (i) approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this Agreement; and (ii) authorising a specified person or persons to execute this Agreement on its behalf. (c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above. (d) If applicable, a copy of the resolution of the board of supervisory directors of each of the Dutch Obligors where relevant approving the resolutions of the board of managing directors and the transactions contemplated thereby. (e) If applicable, a copy of the resolution of the shareholders of each of the Dutch Obligors approving the resolutions of the board of managing directors and the transactions contemplated thereby. (f) A certificate of an authorised signatory of the Company on behalf of the Dutch Obligors (signed by a director of the Company) certifying that each copy document specified in this schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
Sample 1

Related to Dutch Obligors

  • U.S. Obligors None of the Receivables is denominated and payable in any currency other than United States Dollars or is due from any Person that does not have a mailing address in the United States of America.

  • Original Obligors A copy of the constitutional documents of each Original Obligor.

  • Obligors (a) All communications under the Finance Documents to or from an Obligor must be sent through the Facility Agent. (b) All communications under the Finance Documents to or from an Obligor (other than the Company) must be sent through the Company. (c) Each Obligor (other than the Company) irrevocably appoints the Company to act as its agent: (i) to give and receive all communications under the Finance Documents; (ii) to supply all information concerning itself to any Finance Party; and (iii) to sign all documents under or in connection with the Finance Documents. (d) Any communication given to the Company in connection with a Finance Document will be deemed to have been given also to the other Obligors. (e) The Facility Agent may assume that any communication made by the Company is made with the consent of each other Obligor.

  • Additional Borrowers (a) The Parent may from time to time designate one or more wholly-owned Subsidiaries of Parent organized in the United States as an Additional Borrower by delivering to the Agent: (i) all documentation and other customary information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, that the Agent or any Lender has reasonably requested, including, if such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Subsidiary, without any written objection submitted by any Lender or the Agent within five (5) Business Days of its receipt of such documentation and other information; (ii) solely to the extent such Subsidiary is not already a Loan Party, (A) all documents, joinders, supplements, updated schedules, instruments, certificates and agreements and all other actions and information, then required by or in respect of such Subsidiary by Section 5.11 or by the Guaranty and Security Agreement (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actions), (B) a customary opinion of counsel of such Subsidiary and (C) a customary secretary’s certificate attaching such documents as were delivered by the existing Borrowers on the Closing Date; (iii) promissory notes in respect of such Subsidiary in its capacity as Additional Borrower in favor of any Lender requesting such promissory notes, in form and substance consistent with the notes (if any) provided by the existing Borrowers as of the Closing Date; and (iv) a joinder agreement in form and substance reasonably satisfactory to the Agent whereby such Subsidiary becomes party hereto as a Borrower. (b) The designation of any wholly-owned Subsidiary of Parent organized in the United States as an Additional Borrower shall only be effective two (2) Business Days following the delivery of the documents set forth in, and satisfaction of the requirements of, Section 2.2(a).

  • Additional Guarantors and Grantors Subject to any applicable limitations set forth in the Security Documents, the Borrower will cause each direct or indirect Domestic Subsidiary (excluding any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 days from the date of such formation, acquisition or cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything in any Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documents.

  • Additional Obligors (a) If the Company: (i) requests that one of its wholly-owned Subsidiaries becomes an Additional Obligor; or (ii) is required to make one of its wholly-owned Subsidiaries an Additional Obligor, it must give not less than five Business Days prior notice to the Facility Agent (and the Facility Agent must promptly notify the Lenders). (b) If the accession of an Additional Obligor requires any Finance Party to carry out customer due diligence requirements in circumstances where the necessary information is not already available to it, the Company must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of all applicable customer due diligence requirements. (c) If one of the wholly-owned Subsidiaries of the Company is to become an Additional Obligor, then the Company must (following consultation with the Facility Agent) deliver to the Facility Agent the relevant documents and evidence listed in Part 2 of Schedule 2 (Conditions precedent documents). (d) The prior consent of all the Lenders is required if the Additional Obligor is an Additional Borrower and is incorporated in a jurisdiction outside the UK. (e) If the Additional Obligor is an Additional Guarantor and is incorporated in a jurisdiction in which no other Guarantor is incorporated, the relevant Subsidiary will not become an Additional Obligor until the Finance Documents have been amended in form and substance satisfactory to the Facility Agent (acting on the instructions of all the Lenders, each acting reasonably) to reflect customary provisions having regard to the jurisdiction of incorporation of that Additional Guarantor. (f) The relevant Subsidiary will become an Additional Obligor when the Facility Agent notifies the other Finance Parties and the Company that it has received all of the documents and evidence referred to in paragraph (c) above in form and substance satisfactory to it. The Facility Agent must give this notification as soon as reasonably practicable. (g) Upon becoming an Additional Borrower, that Subsidiary must make any relevant filings (and provide copies of those filings) as required by paragraph (h) (iii) of Subclause 14.2 (Tax gross-up) in accordance with those provisions. (h) Delivery of an Accession Agreement, entered into by the relevant Subsidiary and the Company, to the Facility Agent constitutes confirmation by that Subsidiary and the Company that the Repeating Representations are correct as at the date of delivery.

  • Additional Guarantors (a) Notify the Administrative Agent (i) at the time that any Person becomes a wholly owned Domestic Subsidiary that is a Material Subsidiary or a non-wholly owned Domestic Subsidiary that is a Material Subsidiary not subject to any restrictions to provide a Guaranty, or (ii) at the time a Domestic Subsidiary acquires or creates a Subsidiary that complies with clauses (a) or (b) of the definition of Material Subsidiary, and, in each case, promptly thereafter (and in any event within sixty days), the Borrower shall or shall cause such Person to the extent such Person is a Domestic Subsidiary of the type identified in clause (a)(i) or (a)(ii) above, become a Guarantor (if it is not already a Guarantor) by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and deliver to the Administrative Agent documents of the types referred to in clauses (iv) and (v) each of Section 4.01(a), favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a) above) and an updated Schedule 5.13, all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) In addition, the Borrower will not at any time permit either (i) the aggregate revenue generated by all Excluded Subsidiaries that are wholly owned Domestic Subsidiaries to exceed an amount equal to ten percent (10%) of the consolidated aggregate revenues generated by the Borrower and its Subsidiaries for the Reference Period most recently ended or (ii) the aggregate book value of the aggregate assets of all Excluded Subsidiaries that are wholly owned Domestic Subsidiaries to exceed ten percent (10%) of the then current book value of all assets of the Borrower and its Subsidiaries on a consolidated basis. The Borrower shall require certain Excluded Subsidiaries that are wholly owned Domestic Subsidiaries to become Guarantors hereunder to the extent necessary to comply at all times with the preceding sentence and such Domestic Subsidiary shall thereafter remain a Guarantor hereunder. An Excluded Subsidiary that shall have become a Guarantor shall at all times thereafter cease to be treated as an Excluded Subsidiary for purposes of the calculations set forth in the first sentence hereof.

  • Liabilities to Obligors No obligation or liability to any Obligor under any of the Contracts is intended to be assumed by the Trustees, the Trust or the Noteholders under or as a result of this Agreement and the transactions contemplated hereby.

  • Foreign Subsidiaries Security If following a change in the relevant sections of the Code or the regulations, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for Silgan reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a written opinion or other evidence, in form and substance reasonably satisfactory to the Administrative Agent, with respect to any Foreign Subsidiary directly owned by Silgan or another US Credit Party which has not already had all of its stock pledged pursuant to the US Pledge Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement)) that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote to secure the Obligations of the US Credit Parties (as opposed to the Obligations of a Foreign Credit Party, including, for this purpose, any guaranty of such Obligations by a US Credit Party), (ii) the entering into by such Foreign Subsidiary of a pledge agreement substantially in the form of the US Pledge Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the US Borrowers/Subsidiaries Guaranty guaranteeing the Obligations of the US Borrowers, in any such case could reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for US Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes, then, except during a Collateral Release Period, (A) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock so issued by such Foreign Subsidiary not theretofore pledged pursuant to the US Pledge Agreement to secure the Obligations of the US Credit Parties shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge Agreement, (B) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver the US Pledge Agreement (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the US Borrowers, in each case to the extent that the entering into of the US Pledge Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 8.10 to be in form and substance reasonably satisfactory to the Administrative Agent.

  • Continuing Obligations of the Grantors Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

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