Foreign Subsidiary Borrowers. With respect to each Foreign Subsidiary Borrower party to this Agreement as of the Closing Date: (a) subject to applicable Requirements of Law, the obligations of such Foreign Subsidiary Borrower under this Agreement, when executed and delivered by such Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower; (b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts; (c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note; (d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note; (e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations; (f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note; (g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and (h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable).
Appears in 5 contracts
Samples: Credit Agreement (CONMED Corp), Credit Agreement (CONMED Corp), Credit Agreement (Conmed Corp)
Foreign Subsidiary Borrowers. With respect (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to each Foreign Subsidiary Borrower be unreasonably withheld, conditioned or delayed), add as a party to this Agreement as any Foreign Subsidiary to be a Foreign Subsidiary Borrower. Upon satisfaction of the Closing Date:
(a) subject conditions specified in Section 5.3, such Foreign Subsidiary shall for all purposes be a party hereto as a Foreign Subsidiary Borrower as fully as if it had executed and delivered this Agreement. The Administrative Agent shall notify the Revolving Credit Lenders at least five Business Days prior to granting such consent and, if any Revolving Credit Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of LawLaw or any of its organizational policies to make Revolving Credit Loans to, or participate in Letters of Credit for the account of, the relevant Foreign Subsidiary, shall withhold such consent or shall give such consent only upon effecting changes to the provisions of this Article II as are contemplated by paragraph (c) of this Section 2.25 that will assure that such Revolving Credit Lender is not required to make Revolving Credit Loans to, or participate in Letters of Credit for the account of, such Foreign Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Foreign Subsidiary Borrower under this Agreement shall have been paid in full and all other obligations of such Foreign Subsidiary Borrower under this AgreementAgreement shall have been fully performed, when executed and delivered the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as a “Foreign Subsidiary Borrower”.
(c) In order to accommodate (i) the addition of a Foreign Subsidiary as a Foreign Subsidiary Borrower or (ii) extensions of credit to a Foreign Subsidiary Borrower, will rank in each case, where one or more Revolving Credit Lenders are able and willing to lend Revolving Credit Loans to, and participate in Letters of Credit issued for the account of, such Foreign Subsidiary, but other Revolving Credit Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower, to effect such changes to the provisions of this Article II as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing procedures for the Revolving Credit Lenders who are so able and willing to extend credit to such Foreign Subsidiaries and for the other Revolving Credit Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Credit Lenders at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject five Business Days’ notice thereof and an opportunity to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)comment thereon.
Appears in 5 contracts
Samples: Credit Agreement (CONMED Corp), Credit Agreement (CONMED Corp), Credit Agreement (Conmed Corp)
Foreign Subsidiary Borrowers. With respect The Borrower from time to time may request in writing that one or more of its Foreign Subsidiaries become borrowers hereunder with the ability to request and receive Loans and Letters of Credit (each, a “Foreign Subsidiary Borrower”). Each such request shall be delivered to the Administrative Agent. The Administrative Agent shall promptly circulate each such request to the Lenders. Each Lender shall notify the Administrative Agent and the Borrower no later than 20 days after its receipt of such request as to whether the applicable Foreign Subsidiary may become a party hereto as a Foreign Subsidiary Borrower. No Foreign Subsidiary shall become a Foreign Subsidiary Borrower party to this Agreement as unless approved in writing by all of the Closing Date:
(a) subject Lenders and the Administrative Agent. Any Lender that fails to applicable Requirements of Law, respond to such a request shall be deemed to have rejected the obligations joinder of such Foreign Subsidiary Borrower under this Agreementhereto. Each of the Administrative Agent and each Lender may request from the Borrower certain information in respect of such a Foreign Subsidiary in order to make such decision, when executed and delivered by including, without limitation, such Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness Subsidiary’s jurisdiction of such Foreign Subsidiary Borrower;
(b) such organization. Loans and Letters of Credit requested by a Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, shall be made or issued from the United States. If the Lenders and the execution, delivery and performance by such Administrative Agent agree with the Borrower to add a Foreign Subsidiary Borrower of hereto, this Agreement constitute (and will constitute private and commercial acts and not public or governmental acts;
(cthe other Loan Documents, as relevant) neither shall be amended to give effect to such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior addition. All Lenders shall be required to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) make Loans to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such each Foreign Subsidiary Borrower, subject to customary qualifications any borrowing sublimits agreed to by the Borrower, the applicable Foreign Subsidiary Borrower, the Administrative Agent, and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which Lenders. Each such Foreign Subsidiary Borrower is organized shall be required to deliver, among other things (and existing for in each case in form, scope and substance acceptable to the enforcement hereof or thereof against Administrative Agent and the Lenders), (a) amendments, joinders and other documents required by the Administrative Agent and the Lenders to give such Foreign Subsidiary Borrower under the law ability to receive extensions of such jurisdictioncredit hereunder, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(gb) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been collateral documents made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower in favor of this Agreementthe Administrative Agent, (c) resolutions, charter documents, incumbency certificates, opinions of counsel and other documents or information, as may be required by the Administrative Agent and the Lenders (including without limitation, information necessary to evaluate (i) any Note withholding tax that may arise in respect of any Loans made to or Letters of Credit issued on behalf of such Foreign Subsidiary, and (ii) the manner in which Loans may be made available to such Foreign Subsidiary, including in Dollars or the other Loan Documents isrequested Agreed Currency), under applicable foreign exchange control regulations of the jurisdiction in which (d) promissory notes signed by such Foreign Subsidiary Borrower to the extent any Lender so requires, and (e) information required under “know your customer”, anti-money laundering or similar regulations to which such Lender is organized and existing, not subject subject. No Foreign Subsidiary Borrower shall be joined hereto if (x) a violation of applicable law would result therefrom or (y) any Lender or the Administrative Agent objects to any notification adverse change in tax treatment that would result therefrom (including, without limitation, the payment of any tax gross-up or authorization except (i) the accrual of any withholding tax). In addition, extensions of credit and other financial accommodations from the United States into the applicable jurisdiction must be permitted under applicable law. The Borrower and each Guarantor of Payment shall guaranty the Obligations of each such Foreign Subsidiary Borrower on terms and conditions acceptable to the Administrative Agent and the Lenders. Each Foreign Subsidiary that is or becomes a Foreign Subsidiary Borrower hereby irrevocably appoints the Borrower as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)its agent for all purposes relevant to this Agreement and each related document, including service of process.
Appears in 4 contracts
Samples: Credit and Security Agreement (Sleep Number Corp), Credit and Security Agreement (Sleep Number Corp), Credit and Security Agreement (Sleep Number Corp)
Foreign Subsidiary Borrowers. With respect (a) If at any time the Borrower intends to each designate a Foreign Subsidiary as a Foreign Subsidiary Borrower party the Borrower shall, upon not less than 15 Business Days’ prior notice, deliver to this Agreement as of the Closing Date:
(a) subject to applicable Requirements of Law, Administrative Agent a designation letter duly executed by the obligations of Borrower and such respective Foreign Subsidiary which shall designate such Foreign Subsidiary as a Foreign Subsidiary Borrower under for purposes of this Agreement, when executed . The Administrative Agent shall promptly notify each Revolving Credit Lender of each such designation by the Borrower and delivered by such the identity of the respective Foreign Subsidiary. If the Borrower shall so designate a Foreign Subsidiary Borrower, will rank at least pari passu any Revolving Credit Lender may, with all unsecured Indebtedness notice to the Administrative Agent and the Borrower, fulfill its Revolving Credit Commitment by causing an Affiliate of such Revolving Credit Lender to act as the Revolving Credit Lender in respect of such Foreign Subsidiary Borrower;.
(b) such As soon as practicable after receiving notice from the Administrative Agent of the Borrower’s intent to designate a Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such as a Foreign Subsidiary Borrower, subject and in any event at least 10 Business Days prior to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law delivery of the jurisdiction definitive documentation set forth in which Section 5.4, any Revolving Credit Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such designated Foreign Subsidiary Borrower directly or through an Affiliate of such Revolving Credit Lender as provided in the immediately preceding paragraph (a “Protesting Bank”) shall so notify the Borrower and the Administrative Agent in writing. With respect to each Protesting Bank, the Borrower shall, effective on or before the date that such designated Foreign Subsidiary Borrower shall have the right to borrow hereunder, (A) notify the Administrative Agent and such Protesting Bank of the replacement of such Protesting Bank to assume the Revolving Credit Commitments and the obligations of such Protesting Bank; provided, that such assumption shall be consummated in accordance with the terms and conditions of Section 2.18, (B) notify the Administrative Agent and such Protesting Bank that the Revolving Credit Commitments of such Protesting Bank shall be terminated; provided that such Protesting Bank shall have received payment of an amount equal to the outstanding principal of its Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), or (C) cancel its request to designate such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such as a Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)hereunder.
Appears in 4 contracts
Samples: Credit Agreement (Sba Communications Corp), Credit Agreement (Sba Communications Corp), Revolving Refinancing Amendment (Sba Communications Corp)
Foreign Subsidiary Borrowers. With (a) Subject to the consent of the Administrative Agent and the Global Revolving Lenders (such consent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower under the Global Revolving Facility by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Foreign Subsidiary, the Parent Borrower and the Administrative Agent and upon such delivery such Foreign Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Global Revolving Facility and a party to this Agreement until the Parent Borrower shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Foreign Subsidiary, whereupon such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Global Revolving Facility. Notwithstanding the preceding sentence, no such Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower under the Global Revolving Facility at a time when any Obligations of such Foreign Subsidiary Borrower shall be outstanding thereunder or any Letters of Credit issued for the account of Such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized in a manner consistent with the terms of Section 2.5(j)); provided that such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower’s right to make further borrowings under the Global Revolving Facility. The Global Revolving Lenders agree that each Foreign Subsidiary Borrower identified in Part A of Schedule 2.23 is an acceptable Foreign Subsidiary Borrower under the Global Revolving Facility.
(i) Subject to the consent of the Foreign Trade Facility Agent, the Administrative Agent, the Participation FCI Issuing Lenders (such consent not to be unreasonably withheld, delayed or conditioned) and all of the Lenders with a Participation FCI Commitment (such consent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower under the Foreign Trade Facility by delivery to the Foreign Trade Facility Agent and the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Foreign Subsidiary, the Parent Borrower, the Foreign Trade Facility Agent and the Administrative Agent and upon such delivery such Foreign Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Foreign Trade Facility and a party to this Agreement as until the Parent Borrower shall have executed and delivered to the Foreign Trade Facility Agent and the Administrative Agent a Borrowing Subsidiary Termination with respect to such Foreign Subsidiary, whereupon such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Foreign Trade Facility.
(ii) Subject to the consent of the Closing Date:Foreign Trade Facility Agent, the Administrative Agent and the Bilateral FCI Issuing Lenders (such consent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower under the Bilateral Foreign Trade Facility by delivery to the Foreign Trade Facility Agent and the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Foreign Subsidiary, the Parent Borrower, the Foreign Trade Facility Agent and the Administrative Agent and upon such delivery such Foreign Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Bilateral Foreign Trade Facility and a party to this Agreement until the Parent Borrower shall have executed and delivered to the Foreign Trade Facility Agent and the Administrative Agent a Borrowing Subsidiary Termination with respect to such Foreign Subsidiary, whereupon such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Bilateral Foreign Trade Facility.
(aiii) subject Notwithstanding the preceding clauses (i) and (ii), no such Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower under the Foreign Trade Facility or the Bilateral Foreign Trade Facility, as applicable, at a time when any Obligations of such Foreign Subsidiary Borrower shall be outstanding thereunder or any applicable Requirements FCIs issued for the account of Law, such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized or otherwise supported in a manner consistent with the terms of Section 2.6(o)(iv) or the obligations of such Foreign Subsidiary Borrower under this Agreementin respect of each outstanding FCI shall not have been assumed by the Parent Borrower or another Foreign Subsidiary Borrower pursuant to a written assumption agreement in form and substance reasonably satisfactory to the Parent Borrower, when executed such terminated Foreign Subsidiary Borrower, any Foreign Subsidiary Borrower that assumes obligations of such terminated Foreign Subsidiary Borrower, and delivered by the Foreign Trade Facility Agent), provided that such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower’s right to request further FCIs or other extensions of credit under the Foreign Trade Facility or the Bilateral Foreign Trade Facility, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;as applicable.
(c) neither such For the avoidance of doubt, no Foreign Subsidiary Borrower nor any of its property, whether or not held shall be liable for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction the Obligations of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;Loan Party.
(d) such The Administrative Agent shall promptly notify the Global Revolving Lenders of any Foreign Subsidiary Borrower has waivedadded or terminated pursuant to Section 2.23(a), and hereby does waive, every immunity the Foreign Trade Facility Agent shall promptly notify (sovereign or otherwisei) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction each Participation FCI Issuing Lender and Lenders with Participation FCI Commitments of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized added or terminated pursuant to Section 2.23(b)(i) and existing in respect (ii) each Bilateral FCI Issuing Lender of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this added or terminated pursuant to Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable2.23(b)(ii).
Appears in 2 contracts
Samples: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)
Foreign Subsidiary Borrowers. (a) Subject to Section 2.11.3, the Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a Revolving Borrower to this Agreement any Foreign Subsidiary upon satisfaction of the conditions specified in Section 5.3, in which case such Foreign Subsidiary shall for all purposes be a party hereto as a Revolving A Borrower or Revolving B Borrower, as the case may be, as fully as if it had executed and delivered this Agreement, provided that the Administrative Agent shall notify the applicable Lenders in the Class to which such Foreign Subsidiary shall be a Revolving Borrower at least five Business Days prior to granting such consent, and shall withhold such consent if any Revolving A Lender and/or Revolving B Lender, as the case may be, notifies the Administrative Agent within five Business Days that it is not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Foreign Subsidiary. If (i) no Lender shall have notified the Administrative Agent that it is not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Foreign Subsidiary and (ii) the Administrative Agent has not withheld its consent to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower pursuant to the immediately preceding sentence, then such Foreign Subsidiary Borrower shall be added, provided that the Administrative Agent may establish and apply such other rules and procedures as it deems reasonably necessary for the addition of such Foreign Subsidiary Borrower pursuant to, and in a manner consistent with, this Agreement.
(b) With respect to each any Foreign Subsidiary Borrower, so long as the principal of and interest on any Loans made to such Foreign Subsidiary Borrower party to under this Agreement as of the Closing Date:
(a) subject to applicable Requirements of Law, the obligations shall have been paid in full and all other Obligations of such Foreign Subsidiary Borrower under this AgreementAgreement shall have been fully performed, when executed and delivered the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as a “Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) ” and such Foreign Subsidiary Borrower is subject shall no longer be a party to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)Document.
Appears in 2 contracts
Samples: Credit Agreement (Brinks Co), Credit Agreement (Brinks Co)
Foreign Subsidiary Borrowers. With respect On or after the Closing Date, the U.S. Borrower may, upon 10 Business Days prior notice to the Administrative Agent and each Lender, designate any Foreign Subsidiary that is a Wholly Owned Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Foreign Subsidiary Borrower Agreement executed by such Foreign Subsidiary and the U.S. Borrower. Each such designation shall specify whether such Foreign Subsidiary shall be entitled (i) to make Borrowings under the Global Revolving Facility and request Letters of Credit under the U.S. Revolving Facility and/or (ii) to request the creation of Ancillary Facilities under Section 2.22, and each such designation shall be subject to the consent of the Administrative Agent (which consent shall not unreasonably be withheld). Following any notice by the U.S. Borrower of the designation of a Foreign Subsidiary Borrower pursuant to this Section, if the Administrative Agent or any Lender determines that it is required to comply with any “know your customer” or similar identification procedures with respect to such Foreign Subsidiary Borrower and the information necessary for such compliance is not already available to the Administrative Agent or such Lender, as applicable, then the U.S. Borrower shall, promptly upon the request of the Administrative Agent or such Lender, as applicable, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender, as applicable, to be satisfied that it has complied with such requirements. Upon the execution by the U.S. Borrower and delivery to the Administrative Agent of a Foreign Subsidiary Borrower Termination with respect to any Foreign Subsidiary Borrower, such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower and a party to this Agreement Agreement; provided that no Foreign Subsidiary Borrower Termination will become effective as to any Foreign Subsidiary Borrower (other than to terminate such Foreign Subsidiary Borrower’s right to make further Borrowings under this Agreement) at a time when any principal of or interest on any Loan to such Foreign Subsidiary Borrower or any Foreign Currency Letter of Credit for the Closing Date:
(a) subject to applicable Requirements of Law, the obligations account of such Foreign Subsidiary Borrower under this Agreement, when executed and delivered by such Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off shall be outstanding hereunder or any legal process (whether service or notice, attachment prior Ancillary Facility under which Ancillary Credit Extensions may be made available to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waivednot been previously terminated. Promptly following receipt of any Foreign Subsidiary Borrower Agreement or Foreign Subsidiary Borrower Termination, and hereby does waive, every immunity (sovereign or otherwise) the Administrative Agent shall send a copy thereof to which it or any of its properties would otherwise each Revolving Credit Lender. The U.S. Borrower shall be entitled from to designate any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which Foreign Subsidiary that is a Wholly Owned Subsidiary as a Foreign Subsidiary Borrower; provided that unless such Foreign Subsidiary Borrower is organized a Foreign Subsidiary Loan Party and existing is in respect of its obligations under this Agreement and any Note;
(e) compliance with the waiver by requirements described in Section 5.10(f), such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject shall be permitted to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such be a Foreign Subsidiary Borrower is organized solely for purposes of obtaining an Unsecured Ancillary Facility and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and shall not be permitted to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or make any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)Borrowings hereunder.
Appears in 2 contracts
Samples: Credit Agreement (TRW Automotive Holdings Corp), Credit Agreement (TRW Automotive Holdings Corp)
Foreign Subsidiary Borrowers. With respect (a) Subject to each the consent of the Administrative Agent and the Global Revolving Lenders (such consent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower under the Global Revolving Facility by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary, the Parent Borrower and the Administrative Agent and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Global Revolving Facility and a party to this Agreement until the Parent Borrower shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Global Revolving Facility. Notwithstanding the preceding sentence, no such Borrowing Subsidiary Termination will become effective as of to any Foreign Subsidiary Borrower under the Closing Date:
(a) subject to applicable Requirements of Law, the obligations Global Revolving Facility at a time when any Obligations of such Foreign Subsidiary Borrower under this Agreement, when executed and delivered by shall be outstanding thereunder or any Letters of Credit issued for the account of Such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized in a manner consistent with the terms of Section 2.5(j)); provided that such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such ’s right to make further borrowings under the Global Revolving Facility. The Global Revolving Lenders agree that each Foreign Subsidiary Borrower identified in Part A of Schedule 2.23 is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such an acceptable Foreign Subsidiary Borrower under the law Global Revolving Facility.
(b) Subject to the consent of the Foreign Trade Facility Agent, the Administrative Agent, the Foreign Issuing Lenders and all of the Lenders with a Foreign Credit Commitment (such jurisdictionconsent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower under the Foreign Trade Facility by delivery to the Foreign Trade Facility Agent and to ensure the legalityAdministrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary, validitythe Parent Borrower, enforceability or admissibility in evidence the Foreign Trade Facility Agent and the Administrative Agent and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Foreign Trade Facility and any such Note;
(g) it is not necessary a party to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement until the Parent Borrower shall have executed and delivered to the Foreign Trade Facility Agent and the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Foreign Trade Facility. Notwithstanding the preceding sentence, no such Borrowing Subsidiary Termination will become effective as to any such Note that this Agreement, Foreign Subsidiary Borrower under the Foreign Trade Facility at a time when any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which Obligations of such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax shall be paid on or in respect of this Agreement, any Note outstanding thereunder or any other document, except Foreign Credit Instruments issued for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by account of such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized or otherwise supported in a manner consistent with the terms of this AgreementSection 2.6(o)(iv)), any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which provided that such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower’s right to request further Foreign Credit Instruments or other extensions of credit under the Foreign Trade Facility.
(c) For the avoidance of doubt, no Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicableliable for the Obligations of any other Loan Party.
(d) The Administrative Agent shall promptly notify the Global Revolving Lenders of any Foreign Subsidiary Borrower added pursuant to Section 2.23(a), and the Foreign Trade Facility Agent shall promptly notify each Foreign Issuing Lender and Lenders with Foreign Credit Commitments of any Foreign Subsidiary Borrower added pursuant to Section 2.23(b).
Appears in 2 contracts
Samples: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)
Foreign Subsidiary Borrowers. With respect to each Foreign Subsidiary Borrower party to this Agreement as of the Closing Date:
(a) subject to applicable Requirements of Law, the obligations of such Foreign Subsidiary Borrower under this Agreement, when executed and delivered by such Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Each Foreign Subsidiary Borrower is subject to civil and commercial law Laws with respect to its obligations under this Agreement and any Notethe other Loan Documents to which it is a party (collectively as to such Foreign Subsidiary Borrower, the “Applicable Foreign Obligor Documents”), and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement the Applicable Foreign Obligor Documents constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such . No Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, property has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution of judgmentexecution, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;the Applicable Foreign Obligor Documents.
(eb) the waiver by such The Applicable Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is Obligor Documents are in proper legal form under the law Laws of the jurisdiction in which such each Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law Laws of such jurisdiction, and to ensure the legality, validity, enforceability enforceability, priority or admissibility in evidence of this Agreement and any such Note;
(g) it the Applicable Foreign Obligor Documents. It is not necessary to ensure the legality, validity, enforceability enforceability, priority or admissibility in evidence of this Agreement and any such Note the Applicable Foreign Obligor Documents that this Agreement, any Note or any other document the Applicable Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such the applicable Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note the Applicable Foreign Obligor Documents or any other document, except for (i) any such filing, registration or registration, recording, or execution or notarization, notarization as has been made or is not required to be made until this Agreement, any Note the Applicable Foreign Obligor Document or any other document is sought to be enforced and for (ii) any charge or tax as has been timely paid; and.
(hc) There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which any Foreign Subsidiary Borrower is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Obligor Documents or (ii) on any payment to be made by such Foreign Subsidiary Borrower pursuant to the Applicable Foreign Obligor Documents, except as has been disclosed to the Lenders, through the Administrative Agent.
(d) The execution, delivery and performance of the Applicable Foreign Obligor Documents executed by such each Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents isare, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable).
(e) The Netherlands Borrower has not established a works council (ondernemingsraad) under or pursuant to the Act on the Works Councils (Wet op de ondernemingsraden), and no works council is authorized to render advice or is required to be consulted with respect to any transactions contemplated by the Loan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Albemarle Corp), Credit Agreement (Albemarle Corp)
Foreign Subsidiary Borrowers. With respect (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to each Foreign Subsidiary Borrower be unreasonably withheld or delayed), add as a party to this Agreement as any Wholly-Owned Foreign Subsidiary to be a Foreign Subsidiary Borrower, provided that there shall be not more than three Foreign Subsidiary Borrowers at any time. Upon satisfaction of the Closing Date:
(a) subject conditions specified in Section 5.3, such Foreign Subsidiary shall for all purposes be a party hereto as a Foreign Subsidiary Borrower as fully as if it had executed and delivered this Agreement. The Administrative Agent shall notify the Revolving Credit Lenders at least five Business Days prior to granting such consent, and if any Revolving Credit Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of LawLaw or any of its organizational policies to make Optional Currency Revolving Credit Loans to, or participate in Letters of Credit for the account of, the relevant Foreign Subsidiary, shall withhold such consent or shall give such consent only upon effecting changes to the provisions of this Article II as are contemplated by paragraph (c) of this Section 2.25 that will assure that such Revolving Credit Lender is not required to make Revolving Credit Loans to, or participate in Letters of Credit for the account of, such Foreign Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Foreign Subsidiary Borrower under this Agreement shall have been paid in full and all other obligations of such Foreign Subsidiary Borrower under this AgreementAgreement shall have been fully performed, when executed and delivered the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as a “Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;”.
(c) neither such In order to accommodate the addition of a Wholly-Owned Foreign Subsidiary as a Foreign Subsidiary Borrower nor any where one or more Revolving Credit Lenders are able and willing to lend Revolving Credit Loans to, and participate in Letters of Credit issued for the account of, such Wholly-Owned Foreign Subsidiary, but other Revolving Credit Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower, to effect such changes to the provisions of this Article II as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its propertyforeign subsidiaries, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction all with the intention of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing providing procedures for the enforcement hereof or thereof against Revolving Credit Lenders who are so able and willing to extend credit to such Wholly-Owned Foreign Subsidiary Borrower under Subsidiaries and for the law of such jurisdiction, and other Revolving Credit Lenders not to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and be required to do so. Prior to effecting any such Note;
(g) it is not necessary changes, the Administrative Agent shall give all Revolving Credit Lenders at least five Business Days’ notice thereof and an opportunity to ensure the legality, validity, enforceability or admissibility in evidence comment thereon. Back to Table of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable).Contents
Appears in 1 contract
Samples: Credit Agreement (Conmed Corp)
Foreign Subsidiary Borrowers. With respect On or after the Closing Date, the U.S. Borrower may, upon 10 Business Days prior notice to the Administrative Agent and each Lender, designate any Foreign Subsidiary that is a Wholly Owned Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Foreign Subsidiary Borrower Agreement executed by such Foreign Subsidiary and the U.S. Borrower; provided that the Administrative Agent shall be satisfied that each applicable Lender may make loans and other extensions of credit to such Foreign Subsidiary in such Foreign Subsidiary’s jurisdiction in compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense. Each such designation shall specify whether such Foreign Subsidiary shall be entitled (i) to make Borrowings under the Global Revolving Facility and request Letters of Credit under the U.S. Revolving Facility and/or (ii) to request the creation of Ancillary Facilities under Section 2.22, and each such designation shall be subject to the consent of the Administrative Agent (which consent shall not unreasonably be withheld); provided that Foreign Subsidiaries organized under the laws of Poland may only be designated as Foreign Subsidiary Borrowers under clause (ii) above (which designation shall be subject to the limitations set forth on Schedule 1.01(f)). Following any notice by the U.S. Borrower of the designation of a Foreign Subsidiary Borrower pursuant to this Section, if the Administrative Agent or any Lender determines that it is required to comply with any “know your customer” or similar identification procedures with respect to such Foreign Subsidiary Borrower and the information necessary for such compliance is not already available to the Administrative Agent or such Lender, as applicable, then the U.S. Borrower shall, promptly upon the request of the Administrative Agent or such Lender, as applicable, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender, as applicable, to be satisfied that it has complied with such requirements. Upon the execution by the U.S. Borrower and delivery to the Administrative Agent of a Foreign Subsidiary Borrower Termination with respect to any Foreign Subsidiary Borrower, such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower and a party to this Agreement Agreement; provided that no Foreign Subsidiary Borrower Termination will become effective as to any Foreign Subsidiary Borrower (other than to terminate such Foreign Subsidiary Borrower’s right to make further Borrowings under this Agreement) at a time when any principal of or interest on any Loan to such Foreign Subsidiary Borrower or any Foreign Currency Letter of Credit for the Closing Date:
(a) subject to applicable Requirements of Law, the obligations account of such Foreign Subsidiary Borrower under this Agreement, when executed and delivered by such Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off shall be outstanding hereunder or any legal process (whether service or notice, attachment prior Ancillary Facility under which Ancillary Credit Extensions may be made available to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waivednot been previously terminated. Promptly following receipt of any Foreign Subsidiary Borrower Agreement or Foreign Subsidiary Borrower Termination, and hereby does waive, every immunity (sovereign or otherwise) the Administrative Agent shall send a copy thereof to which it or any of its properties would otherwise each Revolving Credit Lender. The U.S. Borrower shall be entitled from to designate any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which Foreign Subsidiary that is a Wholly Owned Subsidiary as a Foreign Subsidiary Borrower; provided that unless such Foreign Subsidiary Borrower is organized a Foreign Subsidiary Loan Party and existing is in respect of its obligations under this Agreement and any Note;
(e) compliance with the waiver by requirements described in Section 5.10(f), such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject shall be permitted to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such be a Foreign Subsidiary Borrower is organized solely for purposes of obtaining an Unsecured Ancillary Facility and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and shall not be permitted to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or make any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)Borrowings hereunder.
Appears in 1 contract
Foreign Subsidiary Borrowers. With respect (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to each Foreign Subsidiary Borrower be unreasonably withheld or delayed), add as a party to this Agreement as any Wholly-Owned Foreign Subsidiary to be a Foreign Subsidiary Borrower. Upon satisfaction of the Closing Date:
(a) subject conditions specified in Section 5.3, such Foreign Subsidiary shall for all purposes be a party hereto as a Foreign Subsidiary Borrower as fully as if it had executed and delivered this Agreement. The Administrative Agent shall notify the Revolving Credit Lenders at least five Business Days prior to granting such consent, and if any Revolving Credit Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of LawLaw or any of its organizational policies to make Revolving Credit Loans to, or participate in Letters of Credit for the account of, the relevant Foreign Subsidiary, shall withhold such consent or shall give such consent only upon effecting changes to the provisions of this Article II as are contemplated by paragraph (c) of this Section 2.22 that will assure that such Revolving Credit Lender is not required to make Revolving Credit Loans to, or participate in Letters of Credit for the account of, such Foreign Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Foreign Subsidiary Borrower under this Agreement shall have been paid in full and all other obligations of such Foreign Subsidiary Borrower under this AgreementAgreement shall have been fully performed, when executed and delivered the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as a “Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;”.
(c) neither such In order to accommodate the addition of a Wholly-Owned Foreign Subsidiary as a Foreign Subsidiary Borrower nor any where one or more Revolving Credit Lenders are able and willing to lend Revolving Credit Loans to, and participate in Letters of Credit issued for the account of, such Wholly-Owned Foreign Subsidiary, but other Revolving Credit Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower, to effect such changes to the provisions of this Article II as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its propertyforeign subsidiaries, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction all with the intention of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing providing procedures for the enforcement hereof or thereof against Revolving Credit Lenders who are so able and willing to extend credit to such Wholly-Owned Foreign Subsidiary Borrower under Subsidiaries and for the law of such jurisdiction, and other Revolving Credit Lenders not to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and be required to do so. Prior to effecting any such Note;
(g) it is not necessary changes, the Administrative Agent shall give all Revolving Credit Lenders at least five Business Days’ notice thereof and an opportunity to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)comment thereon.
Appears in 1 contract
Samples: Credit Agreement (Conmed Corp)
Foreign Subsidiary Borrowers. With respect to each On or after the Effective Date, the U.S. Borrower may designate any Foreign Subsidiary that is a Wholly-Owned Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Foreign Subsidiary Borrower Agreement executed by such Foreign Subsidiary and the U.S. Borrower. Each such designation shall specify whether such Foreign Subsidiary shall be entitled (i) to obtain Revolving Loans and/or (ii) to request the creation of Ancillary Facilities under Section 2.21, and each such designation shall be subject to the consent of the Administrative Agent (which consent shall not unreasonably be withheld), provided that no Foreign Subsidiary Borrower Agreement shall become effective as to any Foreign Subsidiary if it shall be unlawful for such Foreign Subsidiary to become a Borrower hereunder or for any Lender participating in Advances to such Foreign Subsidiary to make Advances to such Foreign Subsidiary as provided herein. Upon the execution by the U.S. Borrower and delivery to the Administrative Agent of a Foreign Subsidiary Borrower Termination with respect to any Foreign Subsidiary Borrower, such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower and a party to this Agreement Agreement; provided that no Foreign Subsidiary Borrower Termination will become effective as to any Foreign Subsidiary Borrower (other than to terminate such Foreign Subsidiary Borrower's right to make further Borrowings under this Agreement) at a time when any principal of or interest on any Loan to, or any Letter of Credit issued for the Closing Date:
(a) subject to applicable Requirements of Lawaccount of, the obligations of such Foreign Subsidiary Borrower under this Agreement, when executed and delivered by such Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off shall be outstanding hereunder or any legal process (whether service or notice, attachment prior Ancillary Facility under which Ancillary Loans may be made available to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction not been previously terminated. Promptly following receipt of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such or Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is Termination, the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject Administrative Agent shall send a copy thereof to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)Lender.
Appears in 1 contract
Samples: Credit Agreement (Perrigo Co)
Foreign Subsidiary Borrowers. With respect to (a) Except as described on Schedule 5.8, each Foreign Subsidiary Borrower is a direct or indirect Wholly-Owned Subsidiary of the Company (excluding director qualifying shares); and
(b) Each Foreign Subsidiary Borrower will have, upon becoming a party hereto, all right and authority to enter into this Agreement as and each other Loan Document to which it is a party, and to perform all of its obligations under this and each other Loan Document to which it is a party; all of the Closing Date:
(a) subject foregoing actions will have been taken prior to applicable Requirements any request for Advances by such Borrower, duly authorized by all necessary action on the part of Lawsuch Borrower, the obligations of and when such Foreign Subsidiary Borrower under becomes a party hereto, this Agreement, when executed Agreement and delivered by such Foreign Subsidiary Borrower, each other Loan Document to which it is a party will rank at least pari passu with all unsecured Indebtedness constitute valid and binding obligations of such Foreign Subsidiary Borrower;Borrower enforceable in accordance with their respective terms except as such terms may be limited by the application of bankruptcy, moratorium, insolvency and similar laws affecting the rights of creditors generally and by general principles of equity.
(bc) such Each Foreign Subsidiary Borrower is subject to civil civil, commercial and commercial law common laws with respect to its obligations under this Agreement and any Notethe other Loan Documents to which it is a party (collectively as to such Foreign Subsidiary Borrower, the “Applicable Foreign Subsidiary Borrower Documents”), and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement the Applicable Foreign Subsidiary Borrower Documents constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither . Neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, property has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution of judgmentexecution, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Applicable Foreign Subsidiary Borrower described in clause Documents.
(d) of this Section 4.22 is the legal, valid and binding obligation of such The Applicable Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is Borrower Documents are in proper legal form under the law laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law Laws of such jurisdictionjurisdiction (or such other law as shall be specified in such documents), and to ensure the legality, validity, enforceability (except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity), priority and admissibility in evidence of this Agreement and any such Note;
(g) it the Applicable Foreign Subsidiary Borrower Documents. It is not necessary to ensure the legality, validity, enforceability enforceability, priority or admissibility in evidence of this Agreement and any such Note the Applicable Foreign Subsidiary Borrower Documents that this Agreement, any Note or any other document the Applicable Foreign Subsidiary Borrower Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note the Applicable Foreign Subsidiary Borrower Documents or any other document, except for (i) any such filing, registration or registration, recording, or execution or notarization, notarization as has been made or is not required to be made until this Agreement, any Note the Applicable Foreign Subsidiary Borrower Document or any other document is sought to be enforced and for (ii) any charge or tax as has been timely paid; and.
(he) There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Subsidiary Borrower Documents or (ii) on any payment to be made by such Foreign Subsidiary Borrower pursuant to the Applicable Foreign Subsidiary Borrower Documents.
(f) The execution, delivery and performance of the Applicable Foreign Subsidiary Borrower Documents executed by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents isare, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable).
Appears in 1 contract
Foreign Subsidiary Borrowers. With respect (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to each Foreign Subsidiary Borrower be unreasonably withheld or delayed), add as a party to this Agreement as any Foreign Subsidiary to be a Foreign Subsidiary Borrower. Upon satisfaction of the Closing Date:
(a) subject conditions specified in Section 5.3, such Foreign Subsidiary shall for all purposes be a party hereto as a Foreign Subsidiary Borrower as fully as if it had executed and delivered this Agreement. The Administrative Agent shall notify the Revolving Credit Lenders at least five Business Days prior to granting such consent and, if any Revolving Credit Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of LawLaw or any of its organizational policies to make Revolving Credit Loans to, or participate in Letters of Credit for the account of, the relevant Foreign Subsidiary, shall withhold such consent or shall give such consent only upon effecting changes to the provisions of this Article II as are contemplated by paragraph (c) of this Section 2.22 that will assure that such Revolving Credit Lender is not required to make Revolving Credit Loans to, or participate in Letters of Credit for the account of, such Foreign Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Foreign Subsidiary Borrower under this Agreement shall have been paid in full and all other obligations of such Foreign Subsidiary Borrower under this AgreementAgreement shall have been fully performed, when executed and delivered the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as a “Foreign Subsidiary Borrower”.
(c) In order to accommodate (i) the addition of a Foreign Subsidiary as a Foreign Subsidiary Borrower or (ii) extensions of credit to a Foreign Subsidiary Borrower, will rank in each case, where one or more Revolving Credit Lenders are able and willing to lend Revolving Credit Loans to, and participate in Letters of Credit issued for the account of, such Foreign Subsidiary, but other Revolving Credit Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower, to effect such changes to the provisions of this Article II as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing procedures for the Revolving Credit Lenders who are so able and willing to extend credit to such Foreign Subsidiaries and for the other Revolving Credit Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Credit Lenders at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject five Business Days’ notice thereof and an opportunity to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)comment thereon.
Appears in 1 contract
Samples: Credit Agreement (Conmed Corp)
Foreign Subsidiary Borrowers. With (a) Subject to the consent of the Administrative Agent and the Global Revolving Lenders (such consent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower under the Global Revolving Facility by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary, the Parent Borrower and the Administrative Agent and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Global Revolving Facility and a party to this Agreement until the Parent Borrower shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Global Revolving Facility. Notwithstanding the preceding sentence, no such Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower under the Global Revolving Facility at a time when any Obligations of such Foreign Subsidiary Borrower shall be outstanding thereunder or any Letters of Credit issued for the account of Such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized in a manner consistent with the terms of Section 2.5(j)); provided that such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower’s right to make further borrowings under the Global Revolving Facility. The Global Revolving Lenders agree that each Foreign Subsidiary Borrower identified in Part A of Schedule 2.23 is an acceptable Foreign Subsidiary Borrower under the Global Revolving Facility.
(i) Subject to the consent of the Foreign Trade Facility Agent, the Administrative Agent, the Participation Foreign Issuing Lenders (such consent not to be unreasonably withheld, delayed or conditioned) and all of the Lenders with a Foreign Credit Commitment (such consent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower under the Foreign Trade Facility by delivery to the Foreign Trade Facility Agent and the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary, the Parent Borrower, the Foreign Trade Facility Agent and the Administrative Agent and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Foreign Trade Facility and a party to this Agreement as until the Parent Borrower shall have executed and delivered to the Foreign Trade Facility Agent and the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Foreign Trade Facility.
(ii) Subject to the consent of the Closing Date:Foreign Trade Facility Agent, the Administrative Agent and the Bilateral Foreign Issuing Lenders (such consent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower under the Bilateral Foreign Trade Facility by delivery to the Foreign Trade Facility Agent and the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary, the Parent Borrower, the Foreign Trade Facility Agent and the Administrative Agent and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Bilateral Foreign Trade Facility and a party to this Agreement until the Parent Borrower shall have executed and delivered to the Foreign Trade Facility Agent and the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Bilateral Foreign Trade Facility.
(aiii) subject Notwithstanding the preceding clauses (i) and (ii), no such Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower under the Foreign Trade Facility or the Bilateral Foreign Trade Facility, as applicable, at a time when any Obligations of such Foreign Subsidiary Borrower shall be outstanding thereunder or any applicable Requirements Foreign Credit Instruments issued for the account of Law, such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized or otherwise supported in a manner consistent with the terms of Section 2.6(o)(iv) or the obligations of such Foreign Subsidiary Borrower under this Agreementin respect of each outstanding Foreign Credit Instrument shall not have been assumed by the Parent Borrower or another Foreign Subsidiary Borrower pursuant to a written assumption agreement in form and substance reasonably satisfactory to the Parent Borrower, when executed such terminated Foreign Subsidiary Borrower, any Foreign Subsidiary Borrower that assumes obligations of such terminated Foreign Subsidiary Borrower, and delivered by the Foreign Trade Facility Agent), provided that such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower’s right to request further Foreign Credit Instruments or other extensions of credit under the Foreign Trade Facility or the Bilateral Foreign Trade Facility, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;as applicable.
(c) neither such For the avoidance of doubt, no Foreign Subsidiary Borrower nor any of its property, whether or not held shall be liable for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction the Obligations of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;Loan Party.
(d) such The Administrative Agent shall promptly notify the Global Revolving Lenders of any Foreign Subsidiary Borrower has waivedadded or terminated pursuant to Section 2.23(a), and hereby does waive, every immunity the Foreign Trade Facility Agent shall promptly notify (sovereign or otherwisei) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction each Participation Foreign Issuing Lender and Lenders with Foreign Credit Commitments of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized added or terminated pursuant to Section 2.23(b)(i) and existing in respect (ii) each Bilateral Foreign Issuing Lender of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this added or terminated pursuant to Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable2.23(b)(ii).
Appears in 1 contract
Samples: Credit Agreement (SPX Corp)
Foreign Subsidiary Borrowers. With respect The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to each Foreign Subsidiary Borrower be unreasonably withheld or delayed), add as a party to this Agreement as any Foreign Subsidiary to be a Foreign Subsidiary Borrower upon satisfaction of the Closing Date:
conditions specified in Section 5.3, in which case such Subsidiary shall for all purposes be a party hereto as a Foreign Subsidiary Borrower as fully as if it had executed and delivered this Agreement. The Administrative Agent shall notify the Revolving Lenders at least 5 Business Days prior to granting such consent, and shall withhold such consent if any such Lender (aa “Specified Revolving Lender”) subject to notifies the Administrative Agent within 5 Business Days (or such longer time period as the Administrative Agent and the Parent Borrower may reasonably agree) that it is not permitted by applicable Requirements of LawLaw (including any requirements of the Patriot Act or any similar “know your customer” or other similar checks under all applicable laws and regulations, anti-money laundering requirements, Sanctions and local approvals) to make Loans to the relevant Foreign Subsidiary. So long as the principal of and interest on any Loans made to any Foreign Subsidiary Borrower under this Agreement shall have been paid in full and all other obligations of such Foreign Subsidiary Borrower under this AgreementAgreement shall have been fully performed, when executed and delivered the Parent Borrower may, by not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as a “Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)”.
Appears in 1 contract
Foreign Subsidiary Borrowers. With respect (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to each Foreign Subsidiary Borrower be unreasonably withheld or delayed), add as a party to this Agreement as any Foreign Subsidiary to be a Foreign Subsidiary Borrower. Upon satisfaction of the Closing Date:
(a) subject conditions specified in Section 5.3, such Foreign Subsidiary shall for all purposes be a party hereto as a Foreign Subsidiary Borrower as fully as if it had executed and delivered this Agreement. The Administrative Agent shall notify the Revolving Credit Lenders at least five Business Days prior to granting such consent and, if any Revolving Credit Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of LawLaw or any of its organizational policies to make Revolving Credit Loans to, or participate in Letters of Credit for the account of, the relevant Foreign Subsidiary, shall withhold such consent or shall give such consent only upon effecting changes to the provisions of this Article II as are contemplated by paragraph (c) of this Section 2.25 that will assure that such Revolving Credit Lender is not required to make Revolving Credit Loans to, or participate in Letters of Credit for the account of, such Foreign Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Foreign Subsidiary Borrower under this Agreement shall have been paid in full and all other obligations of such Foreign Subsidiary Borrower under this AgreementAgreement shall have been fully performed, when executed and delivered the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as a “Foreign Subsidiary Borrower”.
(c) In order to accommodate (i) the addition of a Foreign Subsidiary as a Foreign Subsidiary Borrower or (ii) extensions of credit to a Foreign Subsidiary Borrower, will rank in each case, where one or more Revolving Credit Lenders are able and willing to lend Revolving Credit Loans to, and participate in Letters of Credit issued for the account of, such Foreign Subsidiary, but other Revolving Credit Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower, to effect such changes to the provisions of this Article II as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing procedures for the Revolving Credit Lenders who are so able and willing to extend credit to such Foreign Subsidiaries and for the other Revolving Credit Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Credit Lenders at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject five Business Days’ notice thereof and an opportunity to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)comment thereon.
Appears in 1 contract
Samples: Credit Agreement (Conmed Corp)
Foreign Subsidiary Borrowers. With respect (a) Subject to each the consent of the Administrative Agent, the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Foreign Subsidiary, the Parent Borrower and the Administrative Agent and upon such delivery such Foreign Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower and a party to this Agreement until the Parent Borrower shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary Borrower; provided, however, that no Foreign Subsidiary may be designated as a Foreign Subsidiary Borrower if any Lender may not lend to such Foreign Subsidiary (whether due to such Lender’s internal policy or any legal or regulatory restrictions applicable to such Lender) and other arrangements have not been made that are reasonably acceptable to such Lender. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower at a time when any Foreign Borrower Obligations of such Foreign Subsidiary Borrower shall be outstanding hereunder or any Letters of Credit issued for the account of such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized in a manner satisfactory to the Administrative Agent), provided that such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower’s right to make further borrowings hereunder.
(b) If any Lender shall advise the Administrative Agent that it may not lend to any Foreign Subsidiary of the Parent Borrower which the Parent Borrower proposes to designate as a Foreign Subsidiary Borrower pursuant to Section 2.23(a), the Parent Borrower shall have the right, upon at least ten Business Days’ written notice to the Administrative Agent (which shall give prompt notice thereof to each Lender), to require such Lender to assign to the Parent Borrower’s designated assignee or assignees, in accordance with the terms of Section 9.07, all Advances then owing to such Lender and all rights and obligations of such Lender hereunder; provided that (A) each such assignment shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or assignments which together cover all of the rights and obligations of the assigning Lender under this Agreement, (B) no Lender shall be obligated to make any such assignment as a result of a demand by the Parent Borrower pursuant to this Section 2.23(b) unless and until such Lender shall have received one or more payments from either the relevant Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of all Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, all Facility Fees and other fees payable to such Lender and all other amounts payable to such Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts (computed in accordance with Section 2.14), and any Taxes payable under Section 2.17, incurred by such Lender prior to the effective date of such assignment and amounts payable under Section 9.04(a)) and (C) each such assignment shall be made pursuant to an Assignment and Acceptance; provided, however, that such assignment shall not be effective if, after giving effect to such assignment, the aggregate amount of the Commitments assigned or terminated under this Section 2.23(b), Section 2.14 and Section 2.15(b) during the term of this Agreement would exceed 25% of the aggregate amount of the Commitments as of the Closing Date:
(a) subject to applicable Requirements date of Lawthe demand by the Parent Borrower. Upon such payments and prepayments, the obligations of such Foreign Subsidiary Borrower Lender hereunder, by the provisions hereof, shall be released and discharged; provided, however, that such Lender’s rights under this AgreementSections 2.14, when executed 2.17 and delivered by such Foreign Subsidiary Borrower9.04(b), will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement Sections 2.06(j), 7.05 and any Note9.04(e), shall survive such release and discharge as to matters occurring prior to the execution, delivery and performance by date of assignment of such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;Lender’s Commitment.
(c) neither such The Administrative Agent shall promptly notify the Lenders of any Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior added pursuant to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable2.23(a).
Appears in 1 contract
Samples: Credit Agreement (Monsanto Co /New/)
Foreign Subsidiary Borrowers. With respect (a) Subject to the consent of the Administrative Agent and each Revolving Lender (such consent not to be unreasonably withheld, delayed or conditioned), the U.S. Borrower may designate any Restricted Subsidiary that is a Foreign Subsidiary of the U.S. Borrower as a Foreign Subsidiary Borrower under the Revolving Facility by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Foreign Subsidiary, the U.S. Borrower and the Administrative Agent and upon such delivery such Foreign Subsidiary shall for all purposes of this Agreement and the other Loan Documents be a Foreign Subsidiary Borrower under the Revolving Facility and a party to this Agreement until the U.S. Borrower shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Foreign Subsidiary, whereupon such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Revolving Facility. Notwithstanding the preceding sentence, no such Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower under the Revolving Facility at a time when any Obligations of such Foreign Subsidiary Borrower shall be outstanding thereunder or any Letters of Credit issued for the account of such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized in a manner consistent with the terms of Section 2.5(j)); provided that such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower’s right to make further borrowings under the Revolving Facility. As of the Closing Effective Date:, there are no Foreign Subsidiary Borrowers with respect to the Revolving Facility.
(ai) subject Subject to the consent of the Foreign Trade Facility Agent, the Administrative Agent and each FCI Issuing Lender (such consent not to be unreasonably withheld, delayed or conditioned), the U.S. Borrower may designate any Restricted Subsidiary that is a Foreign Subsidiary of the U.S. Borrower as a Foreign Subsidiary Borrower under the Foreign Trade Facility by delivery to the Foreign Trade Facility Agent and the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Foreign Subsidiary, the U.S. Borrower, the Foreign Trade Facility Agent and the Administrative Agent and upon such delivery such Foreign Subsidiary shall for all purposes of this Agreement and the other Loan Documents be a Foreign Subsidiary Borrower under the Foreign Trade Facility and a party to this Agreement until the U.S. Borrower shall have executed and delivered to the Foreign Trade Facility Agent and the Administrative Agent a Borrowing Subsidiary Termination with respect to such Foreign Subsidiary, whereupon such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Foreign Trade Facility. As of the Effective Date, there are no Foreign Subsidiary Borrowers with respect to the Foreign Trade Facility.
(ii) Notwithstanding the preceding clause (i), no such Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower under the Foreign Trade Facility at a time when any Obligations of such Foreign Subsidiary Borrower shall be outstanding thereunder or any applicable Requirements FCIs issued for the account of Law, such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized or otherwise supported in a manner consistent with the terms of Section 2.6(m)(iv) or the obligations of such Foreign Subsidiary Borrower under this Agreementin respect of each outstanding FCI shall not have been assumed by the U.S. Borrower or another Foreign Subsidiary Borrower pursuant to a written assumption agreement in form and substance reasonably satisfactory to the U.S. Borrower, when executed such terminated Foreign Subsidiary Borrower, any Foreign Subsidiary Borrower that assumes obligations of such terminated Foreign Subsidiary Borrower, and delivered by the Foreign Trade Facility Agent); provided that such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower’s right to request further FCIs or other extensions of credit under the Foreign Trade Facility.
(c) For the avoidance of doubt, will rank at least pari passu with all unsecured Indebtedness no Foreign Subsidiary Borrower shall be liable for the Obligations (other than the Obligations of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;).
(d) such The Administrative Agent shall promptly notify the Revolving Lenders of any Foreign Subsidiary Borrower has waivedadded or terminated pursuant to Section 2.23(a), and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction the Foreign Trade Facility Agent shall promptly notify each FCI Issuing Lender of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;added or terminated pursuant to Section 2.23(b).
(e) Notwithstanding anything to the waiver by such contrary set forth in this Section 2.23: (i) no Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such shall become a Foreign Subsidiary Borrower under the law of Revolving Facility until such jurisdictiontime as (A) the Administrative Agent and each Revolving Lender shall have completed “know your customer” due diligence with respect to such proposed Foreign Subsidiary Borrower, and the U.S. Borrower shall have provided to ensure the legalityAdministrative Agent and each Revolving Lender the documentation and other information requested by the Administrative Agent or such Revolving Lender in order to comply with applicable law, validityincluding the PATRIOT Act, enforceability Sanctions, the United States Foreign Corrupt Practices Act of 1977, the applicable European Union or admissibility in evidence of this Agreement German acts and any ordinance such Note;
as the German Anti-Money-Laundering-Act (g“Geldwäschegesetz”), and the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (“Außenwirtschaftsverordnung”)), and (B) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any if such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such proposed Foreign Subsidiary Borrower is organized qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent and existing each Revolving Lender shall have received, to the extent requested by the Administrative Agent or that any registration charge or stamp or similar tax be paid on or in such Revolving Lender, a Beneficial Ownership Certification with respect of this Agreement, any Note or any other document, except for any to such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced proposed Foreign Subsidiary Borrower; and for any charge or tax as has been timely paid; and
(hii) the execution, delivery and performance by such no Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such shall become a Foreign Subsidiary Borrower is organized under the Foreign Trade Facility until such time as (A) the Administrative Agent, the Foreign Trade Facility Agent and existingeach FCI Issuing Lender shall have completed “know your customer” due diligence with respect to such proposed Foreign Subsidiary Borrower, not subject and the U.S. Borrower shall have provided to any notification the Administrative Agent, the Foreign Trade Facility Agent and each FCI Issuing Lender the documentation and other information requested by the Administrative Agent, the Foreign Trade Facility Agent or authorization except (i) such FCI Issuing Lender in order to comply with applicable law, including the PATRIOT Act, Sanctions, the United States Foreign Corrupt Practices Act of 1977, the applicable European Union or German acts and ordinance such as the German Anti-Money-Laundering-Act (“Geldwäschegesetz”), and the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (“Außenwirtschaftsverordnung”)), and (B) if such proposed Foreign Subsidiary Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, the Foreign Trade Facility Agent and each FCI Issuing Lender shall have been made received, to the extent requested by the Administrative Agent, the Foreign Trade Facility Agent or obtained or (ii) such as cannot be made or obtained until FCI Issuing Lender, a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)Beneficial Ownership Certification with respect to such proposed Foreign Subsidiary Borrower.
Appears in 1 contract
Foreign Subsidiary Borrowers. With respect On or after the Closing Date, the U.S. Borrower may, upon 10 Business Days prior notice to the Administrative Agent and each Lender, designate any Foreign Subsidiary that is a Wholly Owned Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Foreign Subsidiary Borrower Agreement executed by such Foreign Subsidiary and the U.S. Borrower. Each such designation shall specify whether such Foreign Subsidiary shall be entitled (i) to make Borrowings under the Global Revolving Facilities and request Letters of Credit under the U.S. Revolving Facilities and/or (ii) to request the creation of Ancillary Facilities under Section 2.22, and each such designation shall be subject to the consent of the Administrative Agent (which consent shall not unreasonably be withheld). Following any notice by the U.S. Borrower of the designation of a Foreign Subsidiary Borrower pursuant to this Section, if the Administrative Agent or any Lender determines that it is required to comply with any “know your customer” or similar identification procedures with respect to such Foreign Subsidiary Borrower and the information necessary for such compliance is not already available to the Administrative Agent or such Lender, as applicable, then the U.S. Borrower shall, promptly upon the request of the Administrative Agent or such Lender, as applicable, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender, as applicable, to be satisfied that it has complied with such requirements. Upon the execution by the U.S. Borrower and delivery to the Administrative Agent of a Foreign Subsidiary Borrower Termination with respect to any Foreign Subsidiary Borrower, such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower and a party to this Agreement Agreement; provided that no Foreign Subsidiary Borrower Termination will become effective as to any Foreign Subsidiary Borrower (other than to terminate such Foreign Subsidiary Borrower’s right to make further Borrowings under this Agreement) at a time when any principal of or interest on any Loan to such Foreign Subsidiary Borrower or any Foreign Currency Letter of Credit for the Closing Date:
(a) subject to applicable Requirements of Law, the obligations account of such Foreign Subsidiary Borrower under this Agreement, when executed and delivered by such Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off shall be outstanding hereunder or any legal process (whether service or notice, attachment prior Ancillary Facility under which Ancillary Credit Extensions may be made available to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waivednot been previously terminated. Promptly following receipt of any Foreign Subsidiary Borrower Agreement or Foreign Subsidiary Borrower Termination, and hereby does waive, every immunity (sovereign or otherwise) the Administrative Agent shall send a copy thereof to which it or any of its properties would otherwise each Revolving Credit Lender. The U.S. Borrower shall be entitled from to designate any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which Foreign Subsidiary that is a Wholly Owned Subsidiary as a Foreign Subsidiary Borrower; provided that unless such Foreign Subsidiary Borrower is organized a Foreign Subsidiary Loan Party and existing is in respect of its obligations under this Agreement and any Note;
(e) compliance with the waiver by requirements described in Section 5.10(f), such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject shall be permitted to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such be a Foreign Subsidiary Borrower is organized solely for purposes of obtaining an Unsecured Ancillary Facility and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and shall not be permitted to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or make any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)Borrowings hereunder.
Appears in 1 contract
Foreign Subsidiary Borrowers. (i) Subject to Section 2.11(b), the Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed and which consent shall not be required for any Foreign Subsidiary identified on Schedule 2.11(a) on the Closing Date), add as a Revolving Borrower to this Agreement any Foreign Subsidiary upon satisfaction of the conditions specified in Section 5.3, in which case such Foreign Subsidiary shall for all purposes be a party hereto as a Revolving A Borrower or Revolving B Borrower, as the case may be, as fully as if it had executed and delivered this Agreement, provided that the Administrative Agent shall notify the applicable Revolving Credit Lenders in the Class to which such Foreign Subsidiary shall be a Revolving Borrower at least ten Business Days prior to granting such consent, and shall withhold such consent if any Revolving A Lender and/or Revolving B Lender, as the case may be, notifies the Administrative Agent within ten Business Days that it is not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Foreign Subsidiary. If (i) no Revolving Credit Lender shall have notified the Administrative Agent that it is not permitted by Applicable Law or any other organizational policy to make Revolving Credit Loans to the relevant Foreign Subsidiary and (ii) the Administrative Agent has not withheld its consent to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower pursuant to the immediately preceding sentence, then such Foreign Subsidiary Borrower shall be added, provided that the Administrative Agent may establish and apply such other rules and procedures, and amend this Agreement accordingly, as it deems reasonably necessary for the addition of such Foreign Subsidiary Borrower pursuant to, and in a manner consistent with, this Agreement.
(ii) With respect to each any Foreign Subsidiary Borrower, so long as the principal of and interest on any Loans made to such Foreign Subsidiary Borrower party to under this Agreement as of the Closing Date:
(a) subject to applicable Requirements of Law, the obligations shall have been paid in full and all other Obligations of such Foreign Subsidiary Borrower under this AgreementAgreement shall have been fully performed, when executed and delivered the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Revolving Credit Lenders thereof), terminate such Subsidiary’s status as a “Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) ” and such Foreign Subsidiary Borrower is subject shall no longer be a party to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)Document.
Appears in 1 contract
Samples: Credit Agreement (Brinks Co)
Foreign Subsidiary Borrowers. With respect (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to each be unreasonably withheld or delayed), add as a Revolving Borrower to this Agreement any Foreign Subsidiary upon satisfaction of the conditions specified in Section 5.3, in which case such Foreign Subsidiary shall for all purposes be a party hereto as a Revolving A Borrower or Revolving B Borrower, as the case may be, as fully as if it had executed and delivered this Agreement. Subject to Section 2.11.3, the Administrative Agent shall notify the applicable Lenders in the Class to which such Foreign Subsidiary shall be a Revolving Borrower at least five Business Days prior to granting such consent, and shall withhold such consent if the Required Revolving A Lenders and/or Required Revolving B Lenders, as the case may be, notify the Administrative Agent within five Business Days that they are not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Foreign Subsidiary. If (i) any Lender shall have notified the Administrative Agent that it is not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Foreign Subsidiary and (ii) the Administrative Agent is not required to withhold its consent to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower party pursuant to the immediately preceding sentence, then such Foreign Subsidiary Borrower shall be added, provided that the Administrative Agent may establish and apply such other rules and procedures as it deems reasonably necessary for the addition of such Foreign Subsidiary Borrower pursuant to, and in a manner consistent with, this Agreement.
(b) So long as the principal of and interest on any Loans made to any Foreign Subsidiary Borrower under this Agreement as of the Closing Date:
(a) subject to applicable Requirements of Law, the obligations shall have been paid in full and all other Obligations of such Foreign Subsidiary Borrower under this AgreementAgreement shall have been fully performed, when executed and delivered the Parent Borrower may, by not less than five Business Days' prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary's status as a "Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)".
Appears in 1 contract
Samples: Credit Agreement (Brinks Co)
Foreign Subsidiary Borrowers. With respect to In the case of the first requested borrowing by each Foreign Subsidiary Borrower, the Company shall deliver and, in the case of any Foreign Subsidiary Borrower party organized under the laws of Hong Kong, the Banks shall deliver (solely with respect to this Agreement as clause (iii) below) to the Administrative Agent (and, if applicable, the HK Administrative Agent) (i) on or prior to such date a copy of the Closing Date:
resolutions (a) subject or other comparable document under applicable law), in form and substance satisfactory to applicable Requirements of Lawthe Administrative Agent (and, if applicable, the obligations HK Administrative Agent), of the Board of Directors (or other governing body) of such Foreign Subsidiary Borrower under this Agreement, when executed and delivered by such Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
authorizing (b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h1) the execution, delivery and performance of each Credit Document to which it will be party and (2) the borrowings contemplated hereunder, certified by the Secretary or an Assistant Secretary or other authorized officer of such Foreign Subsidiary Borrower as of this Agreementthe Borrowing Date, any Note which certificate shall be in form and substance satisfactory to the Administrative Agent (and, if applicable, the HK Administrative Agent) and shall state that the resolutions (or the other Loan Documents is, comparable document under applicable foreign exchange control regulations law) thereby certified have not been amended, modified, revoked or rescinded (ii) in the case of any Foreign Subsidiary Borrower organized under the jurisdiction in which laws of Hong Kong, a Foreign Subsidiary Opinion with respect to such Foreign Subsidiary Borrower is organized and existing(iii) five Business Days prior to such date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, not subject to including any notification or authorization except (i) additional information requested by the Banks in connection with subsection 15.17. Each request for an Extension of Credit by any Borrower shall constitute a representation and warranty by the Company and such Borrower that as of the date of such Extension of Credit the conditions contained in this subsection 10.2 have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)satisfied.
Appears in 1 contract
Foreign Subsidiary Borrowers. With respect to each On or after the Effective Date, the U.S. Borrower may designate any Foreign Subsidiary that is a Wholly-Owned Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Foreign Subsidiary Borrower Agreement executed by such Foreign Subsidiary and the U.S. Borrower. Each such designation shall specify whether such Foreign Subsidiary shall be entitled (i) to obtain Revolving Loans and/or (ii) to request the creation of Ancillary Facilities under Section 2.21, and each such designation shall be subject to the consent of the Administrative Agent (which consent shall not unreasonably be withheld), provided that no Foreign Subsidiary Borrower Agreement shall become effective as to any Foreign Subsidiary if it shall be unlawful for such Foreign Subsidiary to become a Borrower hereunder or for any Lender participating in Advances to such Foreign Subsidiary to make Advances to such Foreign Subsidiary as provided herein. Upon the execution by the U.S. Borrower and delivery to the Administrative Agent of a Foreign Subsidiary Borrower Termination with respect to any Foreign Subsidiary Borrower, such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower and a party to this Agreement Agreement; provided that no Foreign Subsidiary Borrower Termination will become effective as to any Foreign Subsidiary Borrower (other than to terminate such Foreign Subsidiary Borrower’s right to make further Borrowings under this Agreement) at a time when any principal of or interest on any Loan to, or any Letter of Credit issued for the Closing Date:
(a) subject to applicable Requirements of Lawaccount of, the obligations of such Foreign Subsidiary Borrower under this Agreement, when executed and delivered by such Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off shall be outstanding hereunder or any legal process (whether service or notice, attachment prior Ancillary Facility under which Ancillary Loans may be made available to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction not been previously terminated. Promptly following receipt of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such or Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is Termination, the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject Administrative Agent shall send a copy thereof to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)Lender.
Appears in 1 contract
Samples: Credit Agreement (Perrigo Co)
Foreign Subsidiary Borrowers. With respect The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to each Foreign Subsidiary Borrower be unreasonably withheld or delayed), add as a party to this Agreement as any Foreign Subsidiary to be a Foreign Subsidiary Borrower upon satisfaction of the Closing Date:
conditions specified in Section 5.3, in which case such Subsidiary shall for all purposes be a party hereto as a Foreign Subsidiary Borrower as fully as if it had executed and delivered this Agreement. The Administrative Agent shall notify the Revolving Lenders at least 5 Business Days prior to granting such consent, and shall withhold such consent if any such Lender (aa “Specified Revolving Lender”) subject to notifies the Administrative Agent within 5 Business Days (or such longer time period as the Administrative Agent and the Parent Borrower may reasonably agree) that it is not permitted by applicable Requirements of LawLaw (including any requirements of the Patriot Act or any similar “know your customer” or other similar checks under all applicable laws and regulations, anti-money laundering requirements, Sanctions and local approvals) or internal policy to make Loans to the relevant Foreign Subsidiary. So long as the principal of and interest on any Loans made to any Foreign Subsidiary Borrower under this Agreement shall have been paid in full and all other obligations of such Foreign Subsidiary Borrower under this AgreementAgreement shall have been fully performed, when executed and delivered the Parent Borrower may, by not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as a “Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)”.
Appears in 1 contract
Foreign Subsidiary Borrowers. With respect (a) Subject to each the consent of the Administrative Agent, the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower under the Global Revolving Facility by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary, the Parent Borrower and the Administrative Agent and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Global Revolving Facility and a party to this Agreement until the Parent Borrower shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Global Revolving Facility. Notwithstanding the preceding sentence, (i) no Canadian Borrower (as defined in Schedule 1.7) may request Global Revolving Loans or other extensions of credit hereunder from any Lender other than a Canadian Lender and (ii) no such Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower under the Closing Date:
(a) subject to applicable Requirements of Law, the obligations Global Revolving Facility at a time when any Obligations of such Foreign Subsidiary Borrower under this Agreementshall be outstanding thereunder or any Letters of Credit issued for the account of Such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized in a manner consistent with the terms of Section 2.5(f)), when executed and delivered by provided that such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;’s right to make further borrowings under the Global Revolving Facility.
(b) such Subject to the consent of the Foreign Trade Facility Agent and the Administrative Agent, the Parent Borrower may designate any Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Parent Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such as a Foreign Subsidiary Borrower under the law Foreign Trade Facility by delivery to the Foreign Trade Facility Agent and the Administrative Agent of a Borrowing Subsidiary Agreement executed by such jurisdictionSubsidiary, the Parent Borrower, the Foreign Trade Facility Agent and to ensure the legality, validity, enforceability or admissibility in evidence Administrative Agent and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Foreign Trade Facility and any such Note;
(g) it is not necessary a party to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement until the Parent Borrower shall have executed and any delivered to the Foreign Trade Facility Agent and the Administrative Agent a Borrowing Subsidiary Termination with respect to such Note Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Foreign Trade Facility. Notwithstanding the preceding sentence, (i) no Borrower that this Agreement, any Note is organized under the laws of Canada or any province or territory thereof may request Foreign Credit Instruments from any Lender other document be filedthan a Foreign Issuing Lender that is organized under the laws of Canada or any province or territory thereof or that agrees, registered or recorded within its sole discretion, or executed or notarized before, to issue Foreign Credit Instruments to such Borrower and (ii) no such Borrowing Subsidiary Termination will become effective as to any court or other authority in Foreign Subsidiary Borrower under the jurisdiction in which Foreign Trade Facility at a time when any Obligations of such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax shall be paid on or in respect of this Agreement, any Note outstanding thereunder or any other document, except Foreign Credit Instruments issued for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by account of such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized or otherwise supported in a manner consistent with the terms of this AgreementSection 2.6(m)(v)), any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which provided that such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower’s right to request further Foreign Credit Instruments or other extensions of credit under the Foreign Trade Facility.
(c) For the avoidance of doubt, no Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicableliable for the Obligations of any other Loan Party.
(d) The Administrative Agent shall promptly notify the Global Revolving Lenders of any Foreign Subsidiary Borrower added pursuant to Section 2.23(a), and the Foreign Trade Facility Agent shall promptly notify each Foreign Issuing Lender of any Foreign Subsidiary Borrower added pursuant to Section 2.23(b).
Appears in 1 contract
Samples: Credit Agreement (SPX Corp)
Foreign Subsidiary Borrowers. (a) Subject to Section 2.11.3, the Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a Revolving Borrower to this Agreement any Foreign Subsidiary upon satisfaction of the conditions specified in Section 5.3, in which case such Foreign Subsidiary shall for all purposes be a party hereto as a Revolving A Borrower or Revolving B Borrower, as the case may be, as fully as if it had executed and delivered this Agreement, provided that the Administrative Agent shall notify the applicable Lenders in the Class to which such Foreign Subsidiary shall be a Revolving Borrower at least five Business Days prior to granting such consent, and shall withhold such consent if any Revolving A Lender and/or Revolving B Lender, as the case may be, notifies the Administrative Agent within five Business Days that it is not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Foreign Subsidiary. If (i) no Lender shall have notified the Administrative Agent that it is not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Foreign Subsidiary and (ii) the Administrative Agent has not withheld its consent to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower pursuant to the immediately preceding sentence, then such Foreign Subsidiary Borrower shall be added, provided that the Administrative Agent may establish and apply such other rules and procedures, and amend this Agreement accordingly, as it deems reasonably necessary for the addition of such Foreign Subsidiary Borrower pursuant to, and in a manner consistent with, this Agreement.
(b) With respect to each any Foreign Subsidiary Borrower, so long as the principal of and interest on any Loans made to such Foreign Subsidiary Borrower party to under this Agreement as of the Closing Date:
(a) subject to applicable Requirements of Law, the obligations shall have been paid in full and all other Obligations of such Foreign Subsidiary Borrower under this AgreementAgreement shall have been fully performed, when executed and delivered the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as a “Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) ” and such Foreign Subsidiary Borrower is subject shall no longer be a party to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)Document.
Appears in 1 contract
Samples: Credit Agreement (Brinks Co)
Foreign Subsidiary Borrowers. With (a) Subject to the consent of the Administrative Agent and the Global Revolving Lenders (such consent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower under the Global Revolving Facility by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary, the Parent Borrower and the Administrative Agent and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Global Revolving Facility and a party to this Agreement until the Parent Borrower shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Global Revolving Facility. Notwithstanding the preceding sentence, no such Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower under the Global Revolving Facility at a time when any Obligations of such Foreign Subsidiary Borrower shall be outstanding thereunder or any Letters of Credit issued for the account of Such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized in a manner consistent with the terms of Section 2.5(j)); provided that such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower’s right to make further borrowings under the Global Revolving Facility. The Global Revolving Lenders agree that each Foreign Subsidiary Borrower identified in Part A of Schedule 2.23 is an acceptable Foreign Subsidiary Borrower under the Global Revolving Facility.
(b) Subject to the consent of the Foreign Trade Facility Agent, the Administrative Agent, the Foreign Issuing Lenders and all of the Lenders with a Foreign Credit Commitment (such consent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower under the Foreign Trade Facility by delivery to the Foreign Trade Facility Agent and the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary, the Parent Borrower, the Foreign Trade Facility Agent and the Administrative Agent and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Foreign Trade Facility and a party to this Agreement until the Parent Borrower shall have executed and delivered to the Foreign Trade Facility Agent and the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Foreign Trade Facility. Notwithstanding the preceding sentence, no such Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower under the Foreign Trade Facility at a time when any Obligations of such Foreign Subsidiary Borrower shall be outstanding thereunder or any Foreign Credit Instruments issued for the Closing Date:
account of such Foreign Subsidiary Borrower shall be outstanding (awhich shall not have been cash collateralized or otherwise supported in a manner consistent with the terms of Section 2.6(o)(iv) subject to applicable Requirements of Law, or the obligations of such Foreign Subsidiary Borrower under this Agreementin respect of each outstanding Foreign Credit Instrument shall not have been assumed by the Parent Borrower or another Foreign Subsidiary Borrower pursuant to a written assumption agreement in form and substance reasonably satisfactory to the Parent Borrower, when executed such terminated Foreign Subsidiary Borrower, any Foreign Subsidiary Borrower that assumes obligations of such terminated Foreign Subsidiary Borrower, and delivered by the Foreign Trade Facility Agent), provided that such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness ’s right to request further Foreign Credit Instruments or other extensions of such credit under the Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;Trade Facility.
(c) neither such For the avoidance of doubt, no Foreign Subsidiary Borrower nor any of its property, whether or not held shall be liable for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction the Obligations of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;Loan Party.
(d) such The Administrative Agent shall promptly notify the Global Revolving Lenders of any Foreign Subsidiary Borrower has waivedadded or terminated pursuant to Section 2.23(a), and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction the Foreign Trade Facility Agent shall promptly notify each Foreign Issuing Lender and Lenders with Foreign Credit Commitments of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this added or terminated pursuant to Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable2.23(b).
Appears in 1 contract
Samples: Credit Agreement (SPX Corp)
Foreign Subsidiary Borrowers. With respect (a) Subject to the consent of each of the Administrative Agent and the Global Revolving Lenders (such consent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower under the Global Revolving Facility by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement, executed by each of such Foreign Subsidiary, the Parent Borrower and the Administrative Agent, and, upon such delivery, such Foreign Subsidiary shall, for all purposes of this Agreement and the other Loan Documents, thereafter be a Foreign Subsidiary Borrower under the Global Revolving Facility and a party to this Agreement as Agreement, until the Parent Borrower shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Foreign Subsidiary, whereupon such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Global Revolving Facility; provided, that, (i) no such consent of the Closing Date:Administrative Agent and/or the Global Revolving Lenders shall be required with respect to the designation of an Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower under the Global Revolving Facility pursuant to this clause (a), and (ii) in any event, no Borrowing Subsidiary Agreement shall become effective with respect to any Eligible Foreign Subsidiary (A) unless the Administrative Agent and each Global Revolving Lender shall have (I) completed all “know your customer” due diligence in relation to such Eligible Foreign Subsidiary, (II) received the documentation and other information requested by the Administrative Agent or any of the Global Revolving Lenders in order to comply with applicable Law, including the PATRIOT Act, Sanctions, the FCPA, the UK Bribery Act 2010, and any applicable European Union or German act(s) and/or ordinance(s), such as the German Anti-Money-Laundering-Act (“Geldwäschegesetz”) and the German Foreign Trade Ordinance (“AuBenwirtschaftsverornung”), and (III) received, to the extent that such Eligible Foreign Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and to the extent requested by the Administrative Agent and/or any of the Global Revolving Lenders, a Beneficial Ownership Certification in relation to such Eligible Foreign Subsidiary, (B) if it is unlawful under any applicable Law for the Administrative Agent or any of the Global Revolving Lenders to make any credit extension(s) under this Agreement to such Eligible Foreign Subsidiary, or to otherwise extend credit to, or do business with, such Eligible Foreign Subsidiary as required by this Agreement, and (C) if the Administrative Agent or any of the Global Revolving Lenders are restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Eligible Foreign Subsidiary is located or domiciled. Notwithstanding anything to the contrary in the preceding sentence, no such Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower under the Global Revolving Facility at a time when any Obligations of such Foreign Subsidiary Borrower shall be outstanding thereunder or any Letters of Credit issued for the account of such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized in a manner consistent with the terms of Section 2.5(j)); provided, that, such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower’s right to make further borrowings under the Global Revolving Facility.
(ab) subject Subject to the consent of each of the Foreign Trade Facility Agent, the Administrative Agent and each of the FCI Issuing Lenders (such consent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower under the Foreign Trade Facility by delivering to each of the Foreign Trade Facility Agent and the Administrative Agent a Borrowing Subsidiary Agreement, executed by each of such Foreign Subsidiary, the Parent Borrower, the Foreign Trade Facility Agent and the Administrative Agent, and, upon such delivery, such Foreign Subsidiary shall, for all purposes of this Agreement and the other Loan Documents, thereafter be a Foreign Subsidiary Borrower under the Foreign Trade Facility and a party to this Agreement, until the Parent Borrower shall have executed and delivered to each of the Foreign Trade Facility Agent and the Administrative Agent a Borrowing Subsidiary Termination with respect to such Foreign Subsidiary, whereupon such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Foreign Trade Facility; provided, that, (i) no such consent of the Foreign Trade Facility Agent, the Administrative Agent and/or the FCI Issuing Lenders shall be required with respect to the designation of an Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower under the Foreign Trade Facility pursuant to this clause (b), and (ii) in any event, no Borrowing Subsidiary Agreement shall become effective with respect to any Eligible Foreign Subsidiary (A) unless the Foreign Trade Facility Agent, the Administrative Agent and each FCI Issuing Lender shall have (I) completed all “know your customer” due diligence in relation to such Eligible Foreign Subsidiary, (II) received the documentation and other information requested by the Foreign Trade Facility Agent, the Administrative Agent or any of the FCI Issuing Lenders in order to comply with applicable Requirements of Law, including the PATRIOT Act, Sanctions, the FCPA, the UK Bribery Act 2010, and any applicable European Union or German act(s) and/or ordinance(s), such as the German Anti-Money-Laundering-Act (“Geldwäschegesetz”) and the German Foreign Trade Ordinance (“AuBenwirtschaftsverornung”), and (III) received, to the extent that such Eligible Foreign Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and to the extent requested by the Foreign Trade Facility Agent, the Administrative Agent and/or any of the FCI Issuing Lenders, a Beneficial Ownership Certification in relation to such Eligible Foreign Subsidiary, (B) if it is unlawful under any applicable Law for the Foreign Trade Facility Agent, the Administrative Agent or any of the FCI Issuing Lenders to make any credit extension(s) under this Agreement to such Eligible Foreign Subsidiary, or to otherwise extend credit to, or do business with, such Eligible Foreign Subsidiary as required by this Agreement, and (C) if the Foreign Trade Facility Agent, the Administrative Agent or any of the FCI Issuing Lenders are restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Eligible Foreign Subsidiary is located or domiciled. Notwithstanding anything to the contrary in the preceding sentence, no such Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower under the Foreign Trade Facility at a time when any Obligations of such Foreign Subsidiary Borrower shall be outstanding thereunder or any applicable FCIs issued for the account of such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized or otherwise supported in a manner consistent with the terms of Section 2.6(m)(iii) or the obligations of such Foreign Subsidiary Borrower under this Agreementin respect of each outstanding FCI shall not have been assumed by the Parent Borrower or another Foreign Subsidiary Borrower pursuant to a written assumption agreement in form and substance reasonably satisfactory to the Parent Borrower, when executed such terminated Foreign Subsidiary Borrower, any Foreign Subsidiary Borrower that assumes obligations of such terminated Foreign Subsidiary Borrower, and delivered by the Foreign Trade Facility Agent); provided, that, such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness ’s right to request further FCIs or other extensions of such credit under the Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;Trade Facility.
(c) neither such For the avoidance of doubt, no Foreign Subsidiary Borrower nor any of its property, whether or not held shall be liable for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction the Obligations of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;Loan Party.
(d) such The Administrative Agent shall promptly notify the Global Revolving Lenders of any Foreign Subsidiary Borrower has waivedadded or terminated pursuant to Section 2.23(a), and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction the Foreign Trade Facility Agent shall promptly notify each FCI Issuing Lender of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this added or terminated pursuant to Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable2.23(b).
Appears in 1 contract
Samples: Credit Agreement (SPX FLOW, Inc.)
Foreign Subsidiary Borrowers. With respect (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to each be unreasonably withheld or delayed), add as a Revolving Borrower to this Agreement any Foreign Subsidiary upon satisfaction of the conditions specified in Section 5.3, in which case such Foreign Subsidiary shall for all purposes be a party hereto as a Revolving A Borrower or Revolving B Borrower, as the case may be, as fully as if it had executed and delivered this Agreement. Subject to Section 2.11.3, the Administrative Agent shall notify the applicable Lenders in the Class to which such Foreign Subsidiary shall be a Revolving Borrower at least five Business Days prior to granting such consent, and shall withhold such consent if the Required Revolving A Lenders and/or Required Revolving B Lenders, as the case may be, notify the Administrative Agent within five Business Days that they are not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Foreign Subsidiary. If (i) any Lender shall have notified the Administrative Agent that it is not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Foreign Subsidiary and (ii) the Administrative Agent is not required to withhold its consent to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower party pursuant to the immediately preceding sentence, then such Foreign Subsidiary Borrower shall be added, provided that the Administrative Agent may establish and apply such other rules and procedures as it deems reasonably necessary for the addition of such Foreign Subsidiary Borrower pursuant to, and in a manner consistent with, this Agreement.
(b) So long as the principal of and interest on any Loans made to any Foreign Subsidiary Borrower under this Agreement as of the Closing Date:
(a) subject to applicable Requirements of Law, the obligations shall have been paid in full and all other Obligations of such Foreign Subsidiary Borrower under this AgreementAgreement shall have been fully performed, when executed and delivered the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as a “Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)”.
Appears in 1 contract
Samples: Credit Agreement (Brinks Co)
Foreign Subsidiary Borrowers. With respect (a) Subject to the consent of the Administrative Agent and each Global Revolving Lender (such consent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower under the Global Revolving Facility by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Foreign Subsidiary, the Parent Borrower and the Administrative Agent and upon such delivery such Foreign Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Global Revolving Facility and a party to this Agreement until the Parent Borrower shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Foreign Subsidiary, whereupon such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Global Revolving Facility. Notwithstanding the preceding sentence, no such Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower under the Global Revolving Facility at a time when any Obligations of such Foreign Subsidiary Borrower shall be outstanding thereunder or any Letters of Credit issued for the account of such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized in a manner consistent with the terms of Section 2.5(j)); provided that such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower’s right to make further borrowings under the Global Revolving Facility. As of the Closing Third Amendment Effective Date:, there are no Foreign Subsidiary Borrowers with respect to the Global Revolving Facility.
(ai) subject Subject to the consent of the Foreign Trade Facility Agent, the Administrative Agent, each of the Participation FCI Issuing Lenders (such consent not to be unreasonably withheld, delayed or conditioned) and each Lender with a Participation FCI Commitment (such consent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower under the Foreign Trade Facility by delivery to the Foreign Trade Facility Agent and the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Foreign Subsidiary, the Parent Borrower, the Foreign Trade Facility Agent and the Administrative Agent and upon such delivery such Foreign Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Foreign Trade Facility and a party to this Agreement until the Parent Borrower shall have executed and delivered to the Foreign Trade Facility Agent and the Administrative Agent a Borrowing Subsidiary Termination with respect to such Foreign Subsidiary, whereupon such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Foreign Trade Facility. As of the Third Amendment Effective Date, there are no Foreign Subsidiary Borrowers with respect to the Foreign Trade Facility.
(ii) Subject to the consent of the Foreign Trade Facility Agent, the Administrative Agent and each Bilateral FCI Issuing Lenders (such consent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower under the Bilateral Foreign Trade Facility by delivery to the Foreign Trade Facility Agent and the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Foreign Subsidiary, the Parent Borrower, the Foreign Trade Facility Agent and the Administrative Agent and upon such delivery such Foreign Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Bilateral Foreign Trade Facility and a party to this Agreement until the Parent Borrower shall have executed and delivered to the Foreign Trade Facility Agent and the Administrative Agent a Borrowing Subsidiary Termination with respect to such Foreign Subsidiary, whereupon such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Bilateral Foreign Trade Facility. As of the Third Amendment Effective Date, there are no Foreign Subsidiary Borrowers with respect to the Bilateral Foreign Trade Facility.
(iii) Notwithstanding the preceding clauses (i) and (ii), no such Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower under the Foreign Trade Facility or the Bilateral Foreign Trade Facility, as applicable, at a time when any Obligations of such Foreign Subsidiary Borrower shall be outstanding thereunder or any applicable Requirements FCIs issued for the account of Law, such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized or otherwise supported in a manner consistent with the terms of Section 2.6(o)(iv) or the obligations of such Foreign Subsidiary Borrower under this Agreementin respect of each outstanding FCI shall not have been assumed by the Parent Borrower or another Foreign Subsidiary Borrower pursuant to a written assumption agreement in form and substance reasonably satisfactory to the Parent Borrower, when executed such terminated Foreign Subsidiary Borrower, any Foreign Subsidiary Borrower that assumes obligations of such terminated Foreign Subsidiary Borrower, and delivered by the Foreign Trade Facility Agent); provided that such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower’s right to request further FCIs or other extensions of credit under the Foreign Trade Facility or the Bilateral Foreign Trade Facility, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(b) such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;as applicable.
(c) neither such For the avoidance of doubt, no Foreign Subsidiary Borrower nor any of its property, whether or not held shall be liable for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction the Obligations of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;Loan Party.
(d) such The Administrative Agent shall promptly notify the Global Revolving Lenders of any Foreign Subsidiary Borrower has waivedadded or terminated pursuant to Section 2.23(a), and hereby does waive, every immunity the Foreign Trade Facility Agent shall promptly notify (sovereign or otherwisei) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction each Participation FCI Issuing Lender and each Lender with Participation FCI Commitments of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized added or terminated pursuant to Section 2.23(b)(i) and existing in respect (ii) each Bilateral FCI Issuing Lender of its obligations under this Agreement and any Note;Foreign Subsidiary Borrower added or terminated pursuant to Section 2.23(b)(ii).
(e) Notwithstanding anything to the waiver by such contrary set forth in this Section 2.23: (i) no Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such shall become a Foreign Subsidiary Borrower under the law of Global Revolving Facility until such jurisdictiontime as (A) the Administrative Agent and each Global Revolving Lender shall have completed “know your customer” due diligence with respect to such proposed Foreign Subsidiary Borrower, and the Parent Borrower shall have provided to ensure the legalityAdministrative Agent and each Global Revolving Lender the documentation and other information requested by the Administrative Agent or such Global Revolving Lender in order to comply with applicable law, validityincluding the PATRIOT Act, enforceability Sanctions, the United States Foreign Corrupt Practices Act of 1977, the applicable European Union or admissibility in evidence of this Agreement German acts and any ordinance such Note;
as the German Anti-Money-Laundering-Act (g“Geldwäschegesetz”), and the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (“Außenwirtschaftsverordnung”)), and (B) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any if such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such proposed Foreign Subsidiary Borrower is organized qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent and existing each Global Revolving Lender shall have received, to the extent requested by the Administrative Agent or that any registration charge or stamp or similar tax be paid on or in such Global Revolving Lender, a Beneficial Ownership Certification with respect of this Agreement, any Note or any other document, except for any to such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paidproposed Foreign Subsidiary Borrower; and
(hii) the execution, delivery and performance by such no Foreign Subsidiary Borrower of this Agreement, any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which such shall become a Foreign Subsidiary Borrower is organized under the Foreign Trade Facility until such time as (A) the Administrative Agent, the Foreign Trade Facility Agent, each Participation FCI Issuing Lender, and existingeach Lender with a Participation FCI Commitment shall have completed “know your customer” due diligence with respect to such proposed Foreign Subsidiary Borrower, not subject and the Parent Borrower shall have provided to any notification the Administrative Agent, the Foreign Trade Facility Agent, each Participation FCI Issuing Lender, and each Lender with a Participation FCI Commitment the documentation and other information requested by the Administrative Agent, the Foreign Trade Facility Agent, such Participation FCI Issuing Lender, or authorization except (i) such Lender with a Participation FCI Commitment in order to comply with applicable law, including the PATRIOT Act, Sanctions, the United States Foreign Corrupt Practices Act of 1977, the applicable European Union or German acts and ordinance such as the German Anti-Money-Laundering-Act (“Geldwäschegesetz”), and the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (“Außenwirtschaftsverordnung”)), and (B) if such proposed Foreign Subsidiary Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, the Foreign Trade Facility Agent, each Participation FCI Issuing Lender, and each Lender with a Participation FCI Commitment shall have been made received, to the extent requested by the Administrative Agent, the Foreign Trade Facility Agent, such Participation FCI Issuing Lender or obtained such Lender with a Participation FCI Commitment, a Beneficial Ownership Certification with respect to such proposed Foreign Subsidiary Borrower; and (iii) no Foreign Subsidiary Borrower shall become a Foreign Subsidiary Borrower under the Bilateral Foreign Trade Facility until such time as (A) the Administrative Agent, the Foreign Trade Facility Agent and each Bilateral FCI Issuing Lender shall have completed “know your customer” due diligence with respect to such proposed Foreign Subsidiary Borrower, and the Parent Borrower shall have provided to the Administrative Agent, the Foreign Trade Facility Agent and each Bilateral FCI Issuing Lender the documentation and other information requested by the Administrative Agent, the Foreign Trade Facility Agent or (ii) such Bilateral FCI Issuing Lender in order to comply with applicable law, including the PATRIOT Act, Sanctions, the United States Foreign Corrupt Practices Act of 1977, the applicable European Union or German acts and ordinance such as cannot be made the German Anti-Money-Laundering-Act (“Geldwäschegesetz”), and the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (“Außenwirtschaftsverordnung”)), and (B) if such proposed Foreign Subsidiary Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent, the Foreign Trade Facility Agent and each Bilateral FCI Issuing Lender shall have received, to the extent requested by the Administrative Agent, the Foreign Trade Facility Agent or obtained until such Bilateral FCI Issuing Lender, a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)Beneficial Ownership Certification with respect to such proposed Foreign Subsidiary Borrower.
Appears in 1 contract
Samples: Credit Agreement (SPX Corp)
Foreign Subsidiary Borrowers. With respect to each (a) On or after the Effective Date, the Company may designate any Foreign Subsidiary that is a Wholly-Owned Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Foreign Subsidiary Borrower Agreement executed by such Subsidiary and the Company. Each such designation shall be subject to the consent of the Administrative Agent (which consent shall not unreasonably be withheld). In addition, no Foreign Subsidiary may become a Foreign Subsidiary Borrower if any Lender that as a result thereof would be obligated to lend to it may not at such time legally lend to such Foreign Subsidiary unless other arrangements in respect thereof have been made that are acceptable to such Lender.
(b) Upon the execution by the Company and delivery to the Administrative Agent of a Foreign Subsidiary Borrower Termination with respect to any Foreign Subsidiary Borrower, such Subsidiary shall cease to be a Foreign Subsidiary Borrower and a party to this Agreement Agreement; provided that no Foreign Subsidiary Borrower Termination will become effective as to any Foreign Subsidiary Borrower (other than to terminate such Foreign Subsidiary Borrower’s right to make further Borrowings under this Agreement) at a time when any principal of the Closing Date:
(a) subject or interest on any Loan to applicable Requirements of Law, the obligations of such Foreign Subsidiary Borrower shall be outstanding hereunder. Following receipt of any Foreign Subsidiary Borrower Agreement or Foreign Subsidiary Borrower Termination, the Administrative Agent shall send a copy thereof to each Lender.
(c) If, in any applicable jurisdiction, the Administrative Agent, the L/C Issuer or any Lender or any Applicable Lending Installation determines that any applicable law or regulation has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Administrative Agent, the L/C Issuer or any Lender or its applicable Applicable Lending Installation to (i) perform any of its obligations hereunder or under this Agreement, when executed and delivered by such any other Loan Document with respect to any Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;
(bii) such to fund or maintain its participation in any Loan made to any Foreign Subsidiary Borrower is subject to civil and commercial law or (iii) issue, make, maintain, fund or charge interest with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor credit extension to any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject such Person shall promptly notify the Administrative Agent, then, upon the Administrative Agent notifying the Company, and until such notice by such Person is revoked, any obligation of such Person to customary qualifications and limitations;
issue, make, maintain, fund or charge interest with respect to any such credit extension shall be suspended, and, to the extent required by applicable law or regulation, cancelled. Upon receipt of such notice, the Loan Parties shall, (fA) this Agreement and repay that Person’s participation in such Loans or other applicable Obligations on the last day of the Interest Period for each Notesuch Loan or other Obligation occurring after the Administrative Agent has notified the Company or, if anyearlier, is in proper legal form under the law of the jurisdiction in which date specified by such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note;
(g) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and any such Note that this Agreement, any Note or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority Person in the jurisdiction in which such Foreign Subsidiary Borrower is organized notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted by applicable Law) and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, any Note or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(hB) the execution, delivery and performance take all reasonable actions requested by such Foreign Subsidiary Borrower of this Agreement, any Note Person to mitigate or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which avoid such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicable)illegality.
Appears in 1 contract
Foreign Subsidiary Borrowers. With respect (a) Subject to each the consent of the Administrative Agent, the Parent Borrower may designate any Foreign Subsidiary of the Parent Borrower as a Foreign Subsidiary Borrower under the Global Revolving Facility by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary, the Parent Borrower and the Administrative Agent and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Global Revolving Facility and a party to this Agreement until the Parent Borrower shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Global Revolving Facility. Notwithstanding the preceding sentence, (i) no Canadian Borrower (as defined in Schedule 1.7) may request Global Revolving Loans or other extensions of credit hereunder from any Lender other than a Canadian Lender and (ii) no such Borrowing Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower under the Closing Date:
(a) subject to applicable Requirements of Law, the obligations Global Revolving Facility at a time when any Obligations of such Foreign Subsidiary Borrower under this Agreementshall be outstanding thereunder or any Letters of Credit issued for the account of Such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized in a manner consistent with the terms of Section 2.5(f)), when executed and delivered by provided that such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower, will rank at least pari passu with all unsecured Indebtedness of such Foreign Subsidiary Borrower;'s right to make further borrowings under the Global Revolving Facility.
(b) such Subject to the consent of the Foreign Trade Facility Agent and the Administrative Agent, the Parent Borrower may designate any Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any Note, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement constitute and will constitute private and commercial acts and not public or governmental acts;
(c) neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Parent Borrower is organized and existing in respect of its obligations under this Agreement or any Note;
(d) such Foreign Subsidiary Borrower has waived, and hereby does waive, every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any Note;
(e) the waiver by such Foreign Subsidiary Borrower described in clause (d) of this Section 4.22 is the legal, valid and binding obligation of such Foreign Subsidiary Borrower, subject to customary qualifications and limitations;
(f) this Agreement and each Note, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such as a Foreign Subsidiary Borrower under the law Foreign Trade Facility by delivery to the Foreign Trade Facility Agent and the Administrative Agent of a Borrowing Subsidiary Agreement executed by such jurisdictionSubsidiary, the Parent Borrower, the Foreign Trade Facility Agent and to ensure the legality, validity, enforceability or admissibility in evidence Administrative Agent and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Foreign Trade Facility and any such Note;
(g) it is not necessary a party to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement until the Parent Borrower shall have executed and any delivered to the Foreign Trade Facility Agent and the Administrative Agent a Borrowing Subsidiary Termination with respect to such Note Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Foreign Trade Facility. Notwithstanding the preceding sentence, (i) no Borrower that this Agreement, any Note is organized under the laws of Canada or any province or territory thereof may request Foreign Credit Instruments from any Lender other document be filedthan a Foreign Issuing Lender that is organized under the laws of Canada or any province or territory thereof or that agrees, registered or recorded within its sole discretion, or executed or notarized before, to issue Foreign Credit Instruments to such Borrower and (ii) no such Borrowing Subsidiary Termination will become effective as to any court or other authority in Foreign Subsidiary Borrower under the jurisdiction in which Foreign Trade Facility at a time when any Obligations of such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax shall be paid on or in respect of this Agreement, any Note outstanding thereunder or any other document, except Foreign Credit Instruments issued for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, any Note or any other document is sought to be enforced and for any charge or tax as has been timely paid; and
(h) the execution, delivery and performance by account of such Foreign Subsidiary Borrower shall be outstanding (which shall not have been cash collateralized or otherwise supported in a manner consistent with the terms of this AgreementSection 2.6(m)(v)), any Note or the other Loan Documents is, under applicable foreign exchange control regulations of the jurisdiction in which provided that such Borrowing Subsidiary Termination shall be effective to terminate such Foreign Subsidiary Borrower's right to request further Foreign Credit Instruments or other extensions of credit under the Foreign Trade Facility.
(c) For the avoidance of doubt, no Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (ii) shall be made or obtained as soon as is reasonably practicableliable for the Obligations of any other Loan Party.
(d) The Administrative Agent shall promptly notify the Global Revolving Lenders of any Foreign Subsidiary Borrower added pursuant to Section 2.23(a)., and the Foreign Trade Facility Agent shall promptly notify each Foreign Issuing Lender of any Foreign Subsidiary Borrower added pursuant to Section 2.23(b). ARTICLE
Appears in 1 contract
Samples: Credit Agreement (SPX Corp)
