Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Agent and dated such date, and in sufficient copies for each Lender: (a) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this Agreement and the other documents to be delivered hereunder. (c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this Agreement and to perform its obligations thereunder. (d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto. (e) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto. (f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws. (g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
Appears in 13 contracts
Samples: Revolving Credit Agreement, 364 Day Revolving Credit Agreement (Mondelez International, Inc.), 364 Day Revolving Credit Agreement (Mondelez International, Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the JPMCB, as Administrative Agent Agent, on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the JPMCB, as Administrative Agent Agent, and dated such date, and in sufficient copies for each Lender:
(a) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this Agreement and the other documents to be delivered hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this Agreement and to perform its obligations thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F G hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the JPMCB, as Administrative Agent, may reasonably request.
Appears in 7 contracts
Samples: Credit Agreement (Altria Group, Inc.), 5 Year Revolving Credit Agreement (Altria Group, Inc.), Credit Agreement (Altria Group, Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the JPMorgan Chase, as Administrative Agent Agent, on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the JPMorgan Chase, as Administrative Agent Agent, and dated such date, and in sufficient copies for each Lender:
(a) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this Agreement and the other documents to be delivered hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this Agreement and to perform its obligations thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the JPMorgan Chase, as Administrative Agent, may reasonably request.
Appears in 7 contracts
Samples: 364 Day Revolving Credit Agreement (Kraft Foods Inc), 364 Day Revolving Credit Agreement (Altria Group Inc), 364 Day Revolving Credit Agreement (Kraft Foods Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 9.8 is subject to the receipt by the Administrative Facility Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Agent Facility Agent, and dated such date, and in sufficient copies for each Lender:
(a) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this the Designation Agreement and the other documents to be delivered hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this the Designation Agreement and to perform its obligations thereunderhereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Facility Agent may reasonably request.
Appears in 7 contracts
Samples: Credit Agreement (Philip Morris International Inc.), Credit Agreement (Philip Morris International Inc.), Credit Agreement (Philip Morris International Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Revolving Credit Notes) in sufficient copies for each Lender:
(a) The Revolving Credit Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibits D-1 and D-2 hereto, dated the date of respectively, and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay request.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request.
Appears in 6 contracts
Samples: 364 Day Credit Agreement (Interpublic Group of Companies Inc), Credit Agreement (Interpublic Group of Companies Inc), Credit Agreement (Interpublic Group of Companies Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 9.8 is subject to the receipt by the Administrative Facility Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Facility Agent (acting on its own behalf and on behalf of the Lenders), and dated such date, and in sufficient copies for each Lender:
(a) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this the Designation Agreement and the other documents to be delivered hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this the Designation Agreement and to perform its obligations thereunderhereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Facility Agent may reasonably request, including, without limitation, information required in accordance with the Patriot Act or any similar “know your customer” or other similar checks under all applicable laws and regulations.
Appears in 6 contracts
Samples: Credit Agreement (Philip Morris International Inc.), Credit Agreement (Philip Morris International Inc.), Credit Agreement (Philip Morris International Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for any Notes) in sufficient copies for each Lender:
(a) Any Notes required by each Lender executed by such Designated Subsidiary and made payable to the order of such Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and any Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and any Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and any Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the forms of Exhibits D-1 and D-2 hereto, dated the date of respectively, and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay reasonably request.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
Appears in 4 contracts
Samples: Credit Agreement (Interpublic Group of Companies, Inc.), Credit Agreement (Interpublic Group of Companies, Inc.), Credit Agreement (Interpublic Group of Companies, Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(de) The A Designation Agreement of duly executed by such Designated Subsidiary, substantially in Subsidiary and the form of Exhibit D heretoCompany.
(ef) A favorable opinion of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibit D hereto, dated the date of and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay reasonably request.
(g) Such other approvals, opinions or documents as any Lender, Lender through the Administrative Agent, Agent may reasonably request.
Appears in 4 contracts
Samples: Five Year Credit Agreement (Cytec Industries Inc/De/), Five Year Credit Agreement (Cytec Industries Inc/De/), Credit Agreement (Cytec Industries Inc/De/)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each any Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the such date of such initial Advance designation of each of the following, in form and substance satisfactory to the Administrative Agent and and, except as otherwise provided below, dated such date, and in sufficient copies for each Lenderdate of designation:
(a) Certified copies of the resolutions of the Board of Directors or other appropriate governing body (or of the appropriate committee thereof) of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving the Designation Agreement and this Agreement and authorizing the execution and delivery of the Designation Agreement and the performance of the Designation Agreement and this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Designation Agreement and this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this the Designation Agreement and the other documents to be delivered hereunderhereunder or thereunder and attaching copies of the organizational documents of such Designated Subsidiary and certifying such copies as true, complete and correct.
(c) To the extent applicable and available in the relevant jurisdiction, a certificate issued as of a recent date prior to the date of such designation by the Secretary of State or other appropriate Governmental Authority of the jurisdiction of formation of such Designated Subsidiary as to the due existence and good standing of such Designated Subsidiary.
(d) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, Subsidiary certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this the Designation Agreement and to perform its obligations Obligations hereunder and thereunder.
(de) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(ef) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F E hereto.
(fi) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two five Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations and anti-money laundering rules and regulations, including the Patriot Act, or any similar rules or regulations under applicable foreign laws.
, and (gii) Such other approvalsto the extent such Designated Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, opinions or documents as a Beneficial Ownership Certification in relation to such Designated Subsidiary to the extent reasonably requested by any Lender, Lender through the Administrative Agent, may reasonably requestAgent not later than five Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Mondelez International, Inc.), 364 Day Revolving Credit Agreement (Mondelez International, Inc.), Revolving Credit Agreement (Mondelez International, Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date that is at least five days prior to the proposed date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board board of Directors directors or other governing body of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, its Designation Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibit D-3 hereto, dated the date of and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay reasonably request.
(g) Favorable opinions of counsel to the Company as to the enforceability of Article VII hereof.
(h) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request.
Appears in 4 contracts
Samples: Credit Agreement (Xerox Corp), Credit Agreement (Xerox Corp), Credit Agreement (Xerox Corp)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 9.07 is subject to the Agent’s receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Agent and dated such date, and (except for the Revolving Credit Notes) in sufficient copies for each Lender:
(a) The Revolving Credit Notes of such Borrower to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary Borrower (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes of such Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this AgreementAgreement and such Notes.
(bc) A certificate of a proper officer the Secretary or an Assistant Secretary of such Designated Subsidiary Borrower certifying the names and true signatures of the officers of such Designated Subsidiary Borrower authorized to sign this Agreement and the Notes of such Borrower and the other documents to be delivered hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated SubsidiaryCompany or such Borrower, dated as of the date of such initial Advance, certifying that such Designated Subsidiary Borrower shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder.
(de) The Designation Agreement Letter of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(ef) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to substantially in the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on form of Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
Appears in 4 contracts
Samples: Five Year Credit Agreement (Honeywell International Inc), Five Year Credit Agreement (Honeywell International Inc), Credit Agreement (Honeywell International Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Revolving Credit Notes) in sufficient copies for each Lender:
(a) The Revolving Credit Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibit D hereto, dated the date of and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay request.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request.
Appears in 3 contracts
Samples: Five Year Credit Agreement (Eastman Chemical Co), Five Year Credit Agreement (Eastman Chemical Co), Credit Agreement (York International Corp /De/)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board board of Directors directors (or similar governing body) of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibit D hereto, dated the date of and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay reasonably request.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request.
Appears in 3 contracts
Samples: Credit Agreement (Chemtura CORP), Credit Agreement (Chemtura CORP), Credit Agreement (Chemtura CORP)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for any Notes) in sufficient copies for each Lender:
(a) Any Notes required by each Lender executed by such Designated Subsidiary and made payable to the order of such Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and any Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and any Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and any Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the forms of Exhibits D-1 and D-2 hereto, dated the date of respectively, and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay request.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Interpublic Group of Companies, Inc.), Credit Agreement (Interpublic Group of Companies Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibit D hereto, dated the date of and as to such initial Advance, covering, to the extent other customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay reasonably request.
(g) In the case of a Designated Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a duly executed and completed Beneficial Ownership Certification with respect to such Designated Subsidiary; and
(h) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Eastman Chemical Co), Credit Agreement (Eastman Chemical Co)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each any Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the such date of such initial Advance designation of each of the following, in form and substance satisfactory to the Administrative Agent and and, except as otherwise provided below, dated such datedate of designation, and in sufficient copies for each Lender:
(a) Certified copies of the resolutions of the Board board of Directors directors or other appropriate governing body (or of the appropriate committee thereof) of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving the Designation Agreement and this Agreement and authorizing the execution and delivery of the Designation Agreement and the performance of the Designation Agreement and this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Designation Agreement and this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this the Designation Agreement and the other documents to be delivered hereunderhereunder or thereunder and attaching copies of the organizational documents of such Designated Subsidiary and certifying such copies as true, complete and correct.
(c) To the extent applicable and available in the relevant jurisdiction, a certificate issued as of a recent date prior to the date of such designation by the Secretary of State or other appropriate Governmental Authority of the jurisdiction of formation of such Designated Subsidiary as to the due existence and good standing of such Designated Subsidiary.
(d) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, Subsidiary certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this the Designation Agreement and to perform its obligations Obligations hereunder and thereunder.
(de) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(ef) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F E hereto.
(fi) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations and anti-money laundering rules and regulations, including the Patriot Act, or any similar rules or regulations under applicable foreign laws.
, and (gii) Such other approvalsto the extent such Designated Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, opinions or documents as a Beneficial Ownership Certification in relation to such Designated Subsidiary to the extent reasonably requested by any Lender, Lender through the Administrative Agent, may reasonably requestAgent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Mondelez International, Inc.), 364 Day Revolving Credit Agreement (Mondelez International, Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to, and the obligation of each Issuing Bank to issue a Letter of Credit for the account of, each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance or issuance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for any Notes) in sufficient copies for each Lender:
(a) Any Notes required by each Lender executed by such Designated Subsidiary and made payable to the order of such Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and any Notes to be delivered by it, and of all documents evidencing other necessary corporate or organizational, as applicable, action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper an officer of such Designated Subsidiary (x) certifying the names and true signatures of the officers or other duly authorized signatories of such Designated Subsidiary authorized to sign this its Designation Agreement and any Notes to be delivered by it hereunder and the other documents to be delivered by it hereunder, (y) including the certificate of incorporation (or the equivalent thereof) of such Designated Subsidiary certified by the relevant authority of the jurisdiction of organization of such Designated Subsidiary and the by-laws (or the equivalent thereof) of such Designated Subsidiary as in effect on the date on which the resolutions referred to in clause (b) above were adopted and (z) including a good standing certificate (or the equivalent thereof) for such Designated Subsidiary from its jurisdiction of organization.
(cd) A certificate signed by a duly authorized officer or signatory of the Designated Subsidiary, dated as of the date of such initial AdvanceGuarantor, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (including exchange control approvalswithout the imposition of any conditions that are not acceptable to the Lenders) and licenses required under shall remain in effect, and no law or regulation shall be applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this Agreement and to perform its obligations thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form reasonable judgment of Exhibit D heretothe Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Guarantor.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of Subsidiary as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified may reasonably request.
(g) In the case of the designation of such a Designated Subsidiary that qualifies as a “legal entity customer” under Section 9.08 in order to allow such Lender the Beneficial Ownership Regulation, a duly executed and completed Beneficial Ownership Certification.
(h) Such other documents necessary for any Lender, through the Agent, to comply with applicable “know your customer” regulations or any other similar rules or regulations checks under all applicable foreign lawslaws and regulations.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Omnicom Group Inc.), Credit Agreement (Omnicom Group Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Revolving Credit Notes) in sufficient copies for each Lender:
(a) The Revolving Credit Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibits D-1 and D-2 hereto, dated the date of respectively, and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay request.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Interpublic Group of Companies Inc), Credit Agreement (Interpublic Group of Companies Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 9.07 is subject to the Administrative Agent’s receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Borrower to the Lenders to the extent requested by any Lender pursuant to Section 2.17.
(b) Certified copies of the resolutions of the Board board of Directors directors of such Designated Subsidiary Borrower (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes of such Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this AgreementAgreement and such Notes.
(bc) A certificate of a proper officer the Secretary or an Assistant Secretary of such Designated Subsidiary Borrower certifying the names and true signatures of the officers of such Designated Subsidiary Borrower authorized to sign this Agreement and the Notes of such Xxxxxxxx and the other documents to be delivered hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated SubsidiaryCompany or such Borrower, dated as of the date of such initial Advance, certifying that such Designated Subsidiary Borrower shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder.
(de) The Designation Agreement Letter of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(ef) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to substantially in the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on form of Exhibit F hereto.
(fg) All information relating At least two Business Days prior to any the initial Advance to such Designated Subsidiary, if such Designated Subsidiary reasonably requested by any qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver, to each Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of that so requests, a Beneficial Ownership Certification in relation to such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsSubsidiary.
(gh) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Honeywell International Inc), Five Year Credit Agreement (Honeywell International Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for any Notes) in sufficient copies for each Lender:
(a) Any Notes required by each Lender executed by such Designated Subsidiary and made payable to the order of such Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and any Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary (x) certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and any Notes to be delivered by it hereunder and the other documents to be delivered by it hereunder, (y) including the certificate of incorporation of such Designated Subsidiary certified by the relevant authority of the jurisdiction of organization of such Designated Subsidiary and the by-laws of such Designated Subsidiary as in effect on the date on which the resolutions referred to in clause (b) above were adopted and (z) including a good standing certificate for such Designated Subsidiary from its jurisdiction of organization.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and any Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the forms of Exhibits D-1 and D-2 hereto, dated the date of respectively, and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay reasonably request.
(g) In the case of a Designated Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a duly executed and completed Beneficial Ownership Certification;
(h) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably requestrequest in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations.
Appears in 2 contracts
Samples: Credit Agreement (Interpublic Group of Companies, Inc.), Credit Agreement (Interpublic Group of Companies, Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.15.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(de) The A Designation Agreement of duly executed by such Designated Subsidiary, substantially in Subsidiary and the form of Exhibit D heretoCompany.
(ef) A favorable opinion of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibit D hereto, dated the date of and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay reasonably request.
(g) Such other approvals, opinions or documents as any Lender, Lender through the Administrative Agent, Agent may reasonably request.
Appears in 2 contracts
Samples: 364 Day Term Loan Agreement (Cytec Industries Inc/De/), Term Loan Agreement (Cytec Industries Inc/De/)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 9.8 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Agent Agent, and dated such date, and in sufficient copies for each Lender:
(a) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this the Designation Agreement and the other documents to be delivered hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this the Designation Agreement and to perform its obligations thereunderhereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request, including, without limitation, information required in accordance with the Patriot Act or any similar “know your customer” or other similar checks under all applicable laws and regulations.
Appears in 2 contracts
Samples: Credit Agreement (Philip Morris International Inc.), Credit Agreement (Philip Morris International Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 9.07 is subject to the Administrative Agent’s receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Borrower to the Lenders to the extent requested by any Lender pursuant to Section 2.17.
(b) Certified copies of the resolutions of the Board board of Directors directors of such Designated Subsidiary Borrower (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes of such Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this AgreementAgreement and such Notes.
(bc) A certificate of a proper officer the Secretary or an Assistant Secretary of such Designated Subsidiary Borrower certifying the names and true signatures of the officers of such Designated Subsidiary Borrower authorized to sign this Agreement and the Notes of such Borrower and the other documents to be delivered hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated SubsidiaryCompany or such Borrower, dated as of the date of such initial Advance, certifying that such Designated Subsidiary Borrower shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder.
(de) The Designation Agreement Letter of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(ef) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to substantially in the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on form of Exhibit F hereto.
(fg) All information relating At least two Business Days prior to any the initial Advance to such Designated Subsidiary, if such Designated Subsidiary reasonably requested by any qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver, to each Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of that so requests, a Beneficial Ownership Certification in relation to such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsSubsidiary.
(gh) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Honeywell International Inc), Five Year Credit Agreement (Honeywell International Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of that is ten Business Days prior to such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibit D hereto, dated the date of and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay request.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably requestrequest including, without limitation, such information as may be required for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Jabil Circuit Inc), Five Year Credit Agreement (Jabil Circuit Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the JPMorgan Chase, as Administrative Agent Agent, on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the JPMorgan Chase, as Administrative Agent Agent, and dated such date, and in sufficient copies for each Lender:
(a) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this the Designation Agreement and the other documents to be delivered hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this the Designation Agreement and to perform its obligations thereunderhereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the JPMorgan Chase, as Administrative Agent, may reasonably request.
Appears in 2 contracts
Samples: 364 Day Revolving Credit Agreement (Altria Group, Inc.), 364 Day Revolving Credit Agreement (Altria Group, Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 9.09 is subject to the Agent’s receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Agent and dated such date, and in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper an officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this Agreement and to perform its obligations thereunder.
(d) The A Designation Agreement of duly executed by such Designated Subsidiary, substantially in Subsidiary and the form of Exhibit D heretoCompany.
(e) A favorable customary opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating At least five days prior to any the initial Advance to such Designated Subsidiary, if such Designated Subsidiary reasonably requested by any Lender through qualifies as a “legal entity customer” under the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of Beneficial Ownership Regulation, such Designated Subsidiary under Section 9.08 shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in order relation to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsDesignated Subsidiary.
(g) Such other approvals, opinions or documents as any Lender, Lender through the Administrative Agent, Agent may reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Corning Inc /Ny), Credit Agreement (Corning Inc /Ny)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Chase, as Administrative Agent Agent, on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Chase, as Administrative Agent Agent, and dated such date, and in sufficient copies for each Lender:
(a) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this Agreement and the other documents to be delivered hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this Agreement and to perform its obligations thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the Chase, as Administrative Agent, may reasonably request.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Kraft Foods Inc), Revolving Credit Agreement (Altria Group Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 9.09 is subject to the Agent’s receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(de) The A Designation Agreement of duly executed by such Designated Subsidiary, substantially in Subsidiary and the form of Exhibit D heretoCompany.
(ef) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated Subsidiary substantially in the date form of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating , and as to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay reasonably request.
(g) Such other approvals, opinions or documents as any Lender, Lender through the Administrative Agent, Agent may reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Corning Inc /Ny), Credit Agreement (Corning Inc /Ny)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for any Notes) in sufficient copies for each Lender:
(a) Any Notes required by each Lender executed by such Designated Subsidiary and made payable to the order of such Lender pursuant to Section 2.15.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and any Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and any Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and any Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the forms of Exhibits D-1 and D-2 hereto, dated the date of respectively, and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay request.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Interpublic Group of Companies Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of that is ten Business Days prior to such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibit D hereto, dated the date of and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay request.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Jabil Circuit Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Agent and dated such date, and in sufficient copies for each Lender:
(a) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this Agreement and the other documents to be delivered hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this Agreement and to perform its obligations thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion of counsel (which may be in-in house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
Appears in 1 contract
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the Agent’s receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(de) The A Designation Agreement of duly executed by such Designated Subsidiary, substantially in Subsidiary and the form of Exhibit D heretoCompany.
(ef) A favorable opinion of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibit E hereto, dated the date of and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay reasonably request.
(g) Such other approvals, opinions or documents as any Lender, Lender through the Administrative Agent, Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Corning Inc /Ny)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Company or such Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibit D-2 hereto, dated the date of and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay request.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Electronic Data Systems Corp /De/)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of that is ten Business Days prior to such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibit D hereto, dated the date of and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay request.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably requestrequest including, without limitation, such information as may be required for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations .
Appears in 1 contract
Initial Advance to Each Designated Subsidiary. The obligation of each Revolving Credit Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the Agent’s receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Agent and dated such date, and (except for the Revolving Credit Notes) in sufficient copies for each Revolving Credit Lender:
(a) The Revolving Credit Notes of such Borrower to the extent requested by any Revolving Credit Lender pursuant to Section 2.17.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary Borrower (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes of such Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this AgreementAgreement and such Notes.
(bc) A certificate of a proper officer the Secretary or an Assistant Secretary of such Designated Subsidiary Borrower certifying the names and true signatures of the officers of such Designated Subsidiary Borrower authorized to sign this Agreement and the Notes of such Borrower and the other documents to be delivered hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated SubsidiaryCompany, dated as of the date of such initial Advance, certifying that such Designated Subsidiary Borrower shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder.
(de) The Designation Agreement Letter of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(ef) Evidence of the Process Agent’s acceptance of its appointment pursuant to Section 9.13(a) as the agent of such Borrower, substantially in the form of Exhibit E hereto.
(g) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F H hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(gh) Such other approvals, opinions or documents as any Revolving Credit Lender, through the Administrative Agent, may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Coca Cola Co)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the forms of Exhibits D-1 and D-2 hereto, dated the date of respectively, and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay request.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Interpublic Group of Companies Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each any Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the such date of such initial Advance designation of each of the following, in form and substance satisfactory to the Administrative Agent and and, except as otherwise provided below, dated such datedate of designation, and in sufficient copies for each Lender:
(a) Certified copies of the resolutions of the Board board of Directors directors or other appropriate governing body (or of the appropriate committee thereof) of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving the Designation Agreement and this Agreement and authorizing the execution and delivery of the Designation Agreement and the performance of the Designation Agreement and this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Designation Agreement and this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this the Designation Agreement and the other documents to be delivered hereunderhereunder or thereunder and attaching copies of the organizational documents of such Designated Subsidiary and certifying such copies as true, complete and correct.
(c) To the extent applicable and available in the relevant jurisdiction, a certificate issued as of a recent date prior to the date of such designation by the Secretary of State or other appropriate Governmental Authority of the jurisdiction of formation of such Designated Subsidiary as to the due existence and good standing of such Designated Subsidiary.
(d) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, Subsidiary certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this the Designation Agreement and to perform its obligations Obligations hereunder and thereunder.
(de) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(ef) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F E hereto.
(fi) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two five Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations and anti-money laundering rules and regulations, including the Patriot Act, or any similar rules or regulations under applicable foreign laws.
, and (gii) Such other approvalsto the extent such Designated Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, opinions or documents as a Beneficial Ownership Certification in relation to such Designated Subsidiary to the extent reasonably requested by any Lender, Lender through the Administrative Agent, may reasonably requestAgent not later than five Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Mondelez International, Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) Certified copies the following corporate documents of such Designated Subsidiary, each certified as indicated below:
(i) a copy of the resolutions certificate of incorporation or other applicable organizational or charter document, as amended and in effect, certified as of a recent date by the Secretary of State (or other appropriate governmental authority) of its jurisdiction of organization (and in the case of any Designated Subsidiary incorporated in England and Wales, certified by a director or secretary of such Designated Subsidiary), and (to the extent applicable and available to the relevant jurisdiction) a certificate from such Secretary of State dated as of a recent date as to the good standing of and charter documents filed by such Designated Subsidiary (and for the avoidance of doubt, such certificate shall not be required for any Designated Subsidiary incorporated in England and Wales); and
(ii) a certificate of the Board Secretary or an Assistant Secretary of Directors each Designated Subsidiary, dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, as amended and in effect at all times from the date on which the resolutions referred to in clause (B) below were adopted to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors authorizing the execution, delivery and performance of this Agreement and the Advances hereunder and such other documents to which such Designated Subsidiary is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter of such Designated Subsidiary has not been amended since the date of the certification thereto furnished pursuant to clause (with a certified English translation if the original thereof is not in Englishi) approving this Agreementabove, and (D) as to the incumbency and specimen signature of all each officer executing this Agreement and each of the other documents evidencing to which such Designated Subsidiary is intended to be a party and each other necessary corporate action document to be delivered by such Designated Subsidiary from time to time in connection herewith or therewith (and governmental approvals, if any, with respect to this Agreementthe Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice in writing from such Designated Subsidiary).
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this Agreement and the other documents to be delivered hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(c) A Designation Agreement duly executed by such Designated Subsidiary and the Company.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Favorable opinions of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, in form and substance reasonably satisfactory to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F heretoRequired Lenders.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(ge) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Marsh & McLennan Companies, Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Revolving Credit Notes) in sufficient copies for each Lender:
(a) The Revolving Credit Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibit D hereto, dated the date of and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay request.
(g) In the case of a Designated Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a duly executed and completed Beneficial Ownership Certification with respect to such Designated Subsidiary; and
(h) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request.
Appears in 1 contract
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of that is ten Business Days prior to such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper an officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this Agreement and to perform its obligations thereunder.
(d) The A Designation Agreement of duly executed by such Designated Subsidiary, substantially in Subsidiary and the form of Exhibit D heretoCompany.
(e) A favorable opinion Customary opinions of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.request including, without limitation, such information as may be required for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. In addition, to the extent such Designated Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested, in a written notice to such Designated Subsidiary, a Beneficial Ownership Certification in relation to such Designated Subsidiary shall have received such Beneficial Ownership Certification. Jabil Credit Agreement 42
Appears in 1 contract
Samples: Credit Agreement (Jabil Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 9.8 is subject to the receipt by the Administrative Facility Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Agent Facility Agent, and dated such date, and in sufficient copies for each Lender:
(a) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this the Designation Agreement and the other documents to be delivered hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this the Designation Agreement and to perform its obligations thereunderhereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Facility Agent may reasonably request, including, without limitation, information required in accordance with the Patriot Act or any similar “know your customer” or other similar checks under all applicable laws and regulations.
Appears in 1 contract
Samples: Credit Agreement (Philip Morris International Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for any Notes) in sufficient copies for each Lender:
(a) Any Notes required by each Lender executed by such Designated Subsidiary and made payable to the order of such Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and any Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary (x) certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and any Notes to be delivered by it hereunder and the other documents to be delivered by it hereunder, (y) including the certificate of incorporation of such Designated Subsidiary certified by the relevant authority of the jurisdiction of organization of such Designated Subsidiary and the by-laws of such Designated Subsidiary as in effect on the date on which the resolutions referred to in clause (b) above were adopted and (z) including a good standing certificate for such Designated Subsidiary from its jurisdiction of organization.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and any Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the forms of Exhibits D-1 and D-2 hereto, dated the date of respectively, and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay reasonably request.
(g) In the case of a Designated Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a duly executed and completed Beneficial Ownership Certification; (h) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably requestrequest in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations.
Appears in 1 contract
Samples: Credit Agreement (Interpublic Group of Companies, Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each any Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the such date of such initial Advance designation of each of the following, in form and substance satisfactory to the Administrative Agent and and, except as otherwise provided below, dated such date, and in sufficient copies for each Lenderdate of designation:
(a) Certified copies of the resolutions of the Board of Directors or other appropriate governing body (or of the appropriate committee thereof) of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving the Designation Agreement and this Agreement and authorizing the execution and delivery of the Designation Agreement and the performance of the Designation Agreement and this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Designation Agreement and this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this the Designation Agreement and the other documents to be delivered hereunderhereunder or thereunder and attaching copies of the organizational documents of such Designated Subsidiary and certifying such copies as true, complete and correct.
(c) To the extent applicable and available in the relevant jurisdiction, a certificate issued as of a recent date prior to the date of such designation by the Secretary of State or other appropriate Governmental Authority of the jurisdiction of formation of such Designated Subsidiary as to the due existence and good standing of such Designated Subsidiary.
(d) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, Subsidiary certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this the Designation Agreement and to perform its obligations Obligations hereunder and thereunder.
(de) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D C hereto.
(ef) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F D hereto.
(fi) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two five Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations and anti-money laundering rules and regulations, including the Patriot Act, or any similar rules or regulations under applicable foreign laws.
, and (gii) Such other approvalsto the extent such Designated Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, opinions or documents as a Beneficial Ownership Certification in relation to such Designated Subsidiary to the extent reasonably requested by any Lender, Lender through the Administrative Agent, may reasonably requestAgent not later than five Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Mondelez International, Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 9.07 is subject to the Administrative Agent’s receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Agent and dated such date, and (except for the Revolving Credit Notes) in sufficient copies for each Lender:
(a) The Revolving Credit Notes of such Borrower to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary Borrower (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes of such Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this AgreementAgreement and such Notes.
(bc) A certificate of a proper officer the Secretary or an Assistant Secretary of such Designated Subsidiary Borrower certifying the names and true signatures of the officers of such Designated Subsidiary Borrower authorized to sign NYDOCS01/1619437.3A 63 this Agreement and the Notes of such Borrower and the other documents to be delivered hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated SubsidiaryCompany or such Borrower, dated as of the date of such initial Advance, certifying that such Designated Subsidiary Borrower shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder.
(de) The Designation Agreement Letter of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(ef) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to substantially in the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on form of Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
Appears in 1 contract
Samples: Five Year Credit Agreement (Honeywell International Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:: 66
(a) Certified copies the following corporate documents of such Designated Subsidiary, each certified as indicated below:
(i) a copy of the resolutions certificate of incorporation or other applicable organizational or charter document, as amended and in effect, certified as of a recent date by the Secretary of State (or other appropriate governmental authority) of its jurisdiction of organization (and in the case of any Designated Subsidiary incorporated in England and Wales, certified by a director or secretary of such Designated Subsidiary), and (to the extent applicable and available to the relevant jurisdiction) a certificate from such Secretary of State dated as of a recent date as to the good standing of and charter documents filed by such Designated Subsidiary (and for the avoidance of doubt, such certificate shall not be required for any Designated Subsidiary incorporated in England and Wales); and
(ii) a certificate of a Director, the Secretary or an Assistant Secretary of each Designated Xxxxxxxxxx, dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the Board by-laws, as amended and in effect at all times from the date on which the resolutions referred to in clause (B) below were adopted to and including the date of Directors such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors authorizing the execution, delivery and performance of this Agreement and the Advances hereunder and such other documents to which such Designated Subsidiary is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter of such Designated Subsidiary has not been amended since the date of the certification thereto furnished pursuant to clause (with a certified English translation if the original thereof is not in Englishi) approving this Agreementabove, and (D) as to the incumbency and specimen signature of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(b) A certificate of a proper each officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign executing this Agreement and each of the other documents to which such Designated Subsidiary is intended to be a party and each other document to be delivered hereunderby such Designated Subsidiary from time to time in connection herewith or therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice in writing from such Designated Subsidiary).
(ca) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(db) The A Designation Agreement of duly executed by such Designated Subsidiary, substantially in Subsidiary and the form of Exhibit D heretoCompany.
(ec) A favorable opinion Favorable opinions of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, in form and substance reasonably satisfactory to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F heretoRequired Lenders.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(gd) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request.
Appears in 1 contract
Samples: 5 Year Credit Agreement (Marsh & McLennan Companies, Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of that is ten Business Days prior to such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibits D-1 and D-2 hereto, dated the date of and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.may request. Jabil Credit Agreement 35
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably requestrequest including, without limitation, such information as may be required for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations.
Appears in 1 contract
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the JPMCB, as Administrative Agent Agent, on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the JPMCB, as Administrative Agent Agent, and dated such date, and in sufficient copies for each Lender:
(a) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this Agreement and the other documents to be delivered hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this Agreement and to perform its obligations thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F G hereto.
. (f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such f)Such other approvals, opinions or documents as any Lender, through the JPMCB, as Administrative Agent, may reasonably request.. 33
Appears in 1 contract
Samples: Credit Agreement
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date that is at least five days prior to the proposed date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. NYDOCS01/1357750.4
(b) Certified copies of the resolutions of the Board board of Directors directors or other governing body of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, its Designation Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibit D-3 hereto, dated the date of and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay reasonably request.
(g) Favorable opinions of counsel to the Company as to the enforceability of Article VII hereof.
(h) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Xerox Corp)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Citibank, as Administrative Agent Agent, on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Citibank, as Administrative Agent Agent, and dated such date, and in sufficient copies for each Lender:
(a) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this Agreement and the other documents to be delivered hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this Agreement and to perform its obligations thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the Citibank, as Administrative Agent, may reasonably request.
Appears in 1 contract
Samples: Revolving Credit Agreement (Philip Morris Companies Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of that is ten Business Days prior to such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibit D hereto, dated the date of and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay request.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request.
Appears in 1 contract
Initial Advance to Each Designated Subsidiary. The obligation of each Revolving Lender to make an initial Advance Revolving Loan to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance Revolving Loan of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and in sufficient copies for each Revolving Lender:
(a) Certified certified copies of the resolutions of the Board board of Directors directors (or other governing body) of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and each other Loan Document to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.the Loan Documents to which it is party;
(b) A a certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this the Designation Agreement to be delivered by it and the other documents to be delivered by it hereunder.;
(c) A a certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and to perform its obligations thereunder.;
(d) The a Designation Agreement of duly executed by such Designated Subsidiary, substantially in Subsidiary and the form of Exhibit D hereto.Company;
(e) A favorable opinion opinions of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, Subsidiary in form and substance reasonably satisfactory to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.Administrative Agent; and
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Revolving Lender, through the Administrative Agent, Agent may reasonably request. The Administrative Agent shall notify the Company and the Revolving Lenders of the satisfaction of the above requirements with respect to a Designated Subsidiary and such notice shall be conclusive and binding.
Appears in 1 contract
Samples: Credit Agreement (Convergys Corp)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 9.07 is subject to the Administrative Agent’s receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Borrower to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary Borrower (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes of such Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this AgreementAgreement and such Notes.
(bc) A certificate of a proper officer the Secretary or an Assistant Secretary of such Designated Subsidiary Borrower certifying the names and true signatures of the officers of such Designated Subsidiary Borrower authorized to sign this Agreement and the Notes of such Borrower and the other documents to be delivered hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated SubsidiaryCompany or such Borrower, dated as of the date of such initial Advance, certifying that such Designated Subsidiary Borrower shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder.
(de) The Designation Agreement Letter of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(ef) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to substantially in the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on form of Exhibit F hereto.
(fg) All information relating At least two Business Days prior to any the initial Advance to such Designated Subsidiary, if such Designated Subsidiary reasonably requested by any qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver, to each Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of that so requests, a Beneficial Ownership Certification in relation to such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsSubsidiary.
(gh) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
Appears in 1 contract
Samples: Five Year Credit Agreement (Honeywell International Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of that is ten Business Days prior to such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper an officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this Agreement and to perform its obligations thereunder.
(d) The A Designation Agreement of duly executed by such Designated Subsidiary, substantially in Subsidiary and the form of Exhibit D heretoCompany.
(e) A favorable opinion Customary opinions of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably requestrequest including, without limitation, such information as may be required for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. In addition, to the extent such Designated Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested, in a written notice to such Designated Subsidiary, a Beneficial Ownership Certification in relation to such Designated Subsidiary shall have received such Beneficial Ownership Certification.
Appears in 1 contract
Samples: Credit Agreement (Jabil Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the JPMCB, as Administrative Agent Agent, on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the JPMCB, as Administrative Agent Agent, and dated such date, and in sufficient copies for each Lender:
(a) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this Agreement and the other documents to be delivered hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this Agreement and to perform its obligations thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F H hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the JPMCB, as Administrative Agent, may reasonably request.
Appears in 1 contract
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of that is ten Business Days prior to such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibit D hereto, dated the date of and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay request.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably requestrequest including, without limitation, such information as may be required for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations.
Appears in 1 contract
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of that is ten Business Days prior to such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper an officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this Agreement and to perform its obligations thereunder.. Jabil Credit Agreement59 64
(d) The A Designation Agreement of duly executed by such Designated Subsidiary, substantially in Subsidiary and the form of Exhibit D heretoCompany.
(e) A favorable opinion Customary opinions of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably requestrequest including, without limitation, such information as may be required for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. In addition, to the extent such Designated Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested, in a written notice to such Designated Subsidiary, a Beneficial Ownership Certification in relation to such Designated Subsidiary shall have received such Beneficial Ownership Certification.
Appears in 1 contract
Samples: Credit Agreement (Jabil Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Revolving Credit Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the Agent’s receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Agent and dated such date, and (except for the Revolving Credit Notes) in sufficient copies for each Revolving Credit Lender:
(a) Certified the Revolving Credit Notes of such Borrower to the extent requested by any Revolving Credit Lender pursuant to Section 2.17;
(b) certified copies of the resolutions of the Board of Directors of such Designated Subsidiary Borrower (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes of such Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.Agreement and such Notes;
(bc) A a certificate of a proper officer the Secretary or an Assistant Secretary of such Designated Subsidiary Borrower certifying the names and true signatures of the officers of such Designated Subsidiary Borrower authorized to sign this Agreement and the Notes of such Borrower and the other documents to be delivered hereunder.;
(cd) A a certificate signed by a duly authorized officer of the Designated SubsidiaryCompany, dated as of the date of such initial Advance, certifying that such Designated Subsidiary Borrower shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder.;
(de) The the Designation Agreement Letter of such Designated Subsidiary, substantially in the form of Exhibit D hereto.;
(ef) A evidence of the Process Agent’s acceptance of its appointment pursuant to Section 9.13(a) as the agent of such Borrower, substantially in the form of Exhibit E hereto;
(g) a favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.; and
(fh) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Revolving Credit Lender, through the Administrative Agent, may reasonably request.
Appears in 1 contract
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 9.07 is subject to the Administrative Agent’s receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) The Notes of such Borrower to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary Borrower (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes of such Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this AgreementAgreement and such Notes.
(bc) A certificate of a proper officer the Secretary or an Assistant Secretary of such Designated Subsidiary Borrower certifying the names and true signatures of the officers of such Designated Subsidiary Borrower authorized to sign this Agreement and the Notes of such Borrower and the other documents to be delivered hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated SubsidiaryCompany or such Borrower, dated as of the date of such initial Advance, certifying that such Designated Subsidiary Borrower shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder.
(de) The Designation Agreement Letter of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(ef) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to substantially in the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on form of Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
Appears in 1 contract
Samples: Five Year Credit Agreement (Honeywell International Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of that is ten Business Days prior to such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:: Jabil Credit Agreement
(a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the form of Exhibit D hereto, dated the date of and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay request.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably requestrequest including, without limitation, such information as may be required for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations.
Appears in 1 contract
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of that is ten Business Days (or such shorter period as the Agent may agree in its sole discretion) prior to such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and in sufficient copies for each Lender:
(a) The Notes of such Designated Subsidiary to the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper an officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this Agreement and to perform its obligations thereunder.
(d) The A Designation Agreement of duly executed by such Designated Subsidiary, substantially in Subsidiary and the form of Exhibit D heretoCompany.
(e) A favorable opinion Customary opinions of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such In the case of a Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified that is organized outside of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with United States and that qualifies as a “know your legal entity customer” regulations or any similar rules or regulations under applicable foreign lawsthe Beneficial Ownership Regulation, a duly executed and completed Beneficial Ownership Certification.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably requestrequest including, without limitation, such information as may be required for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations.
Appears in 1 contract
Samples: Credit Agreement (Jabil Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Revolving Credit Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the Agent's receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Agent and dated such date, and (except for the Revolving Credit Notes) in sufficient copies for each Revolving Credit Lender:
(a) The Revolving Credit Notes of such Borrower to the extent requested by any Revolving Credit Lender pursuant to Section 2.17.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary Borrower (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and the Notes of such Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this AgreementAgreement and such Notes.
(bc) A certificate of a proper officer the Secretary or an Assistant Secretary of such Designated Subsidiary Borrower certifying the names and true signatures of the officers of such Designated Subsidiary Borrower authorized to sign this Agreement and the Notes of such Borrower and the other documents to be delivered hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated SubsidiaryCompany, dated as of the date of such initial Advance, certifying that such Designated Subsidiary Borrower shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder.
(de) The Designation Agreement Letter of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(ef) Evidence of the Process Agent's acceptance of its appointment pursuant to Section 9.13(a) as the agent of such Borrower, substantially in the form of Exhibit E hereto.
(g) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F H hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(gh) Such other approvals, opinions or documents as any Revolving Credit Lender, through the Administrative Agent, may reasonably request.
Appears in 1 contract
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for any Notes) in sufficient copies for each Lender:
(a) Any Notes required by each Lender executed by such Designated Subsidiary and made payable to the order of such Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and any Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and any Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and any Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the forms of Exhibits D-1 and D-2 hereto, dated the date of respectively, and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay reasonably request.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably requestrequest in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations.
Appears in 1 contract
Samples: Credit Agreement (Interpublic Group of Companies, Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
: (a) Certified copies the following corporate documents of such Designated Subsidiary, each certified as indicated below: (i) a copy of the resolutions certificate of incorporation or other applicable organizational or charter document, as amended and in effect, certified as of a recent date by the Board Secretary of Directors State (or other appropriate governmental authority) of its jurisdiction of organization (and in the case of any Designated Subsidiary incorporated in England and Wales, certified by a director or secretary of such Designated Subsidiary), and (to the extent applicable and available to the relevant jurisdiction) a certificate from such Secretary of State dated as of a recent date as to the good standing of and charter documents filed by such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.for the
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this Agreement and the other documents to be delivered hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(c) A Designation Agreement duly executed by such Designated Subsidiary and the Company.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Favorable opinions of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, in form and substance reasonably satisfactory to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F heretoRequired Lenders.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(ge) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Marsh & McLennan Companies, Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Revolving Lender to make an initial Pro Rata Advance to each any Designated Subsidiary, and of any Issuing Bank to issue its initial Letter of Credit for the account of any Designated Subsidiary and of any Swingline Lender to make any Swingline Advance to any Designated Subsidiary, in each case following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the such date of such initial Advance designation of each of the following, in form and substance satisfactory to the Administrative Agent and dated such datedate of designation, and in sufficient copies for each Revolving Lender:
(a) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this Agreement and the other documents to be delivered hereunderhereunder and certifying to other customary matters.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, Subsidiary certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this Agreement and to perform its obligations thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable An opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, Subsidiary covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F E hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Kraft Heinz Co)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance Advances hereunder to each any Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt satisfaction (or waiver in accordance with Section 9.02) of the following conditions (and, in the case of each document specified in this Section to be received by the Administrative Agent on or before the date of Agent, such initial Advance of each of the following, document shall be in form and substance satisfactory to the Administrative Agent and dated such date, and in sufficient copies for each Lender:):
(a) Certified copies of the resolutions of the Board of Directors The Administrative Agent shall have received (i) a Designation Agreement signed on behalf of such Designated Subsidiary and the Company (or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page to the Designation Agreement) that such party has signed a counterpart of the Designation Agreement) and (ii) if applicable, a Subsidiary Guaranty duly executed by such Designated Subsidiary (or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page to the Subsidiary Guaranty).
(b) The Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of such Designated Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Designated Subsidiary is a certified English translation if the original thereof party approving Loan Documents to which such Designated Subsidiary is not in English) approving this Agreementa party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(b) A certificate of a proper officer of the Loan Documents to which such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this Agreement and the other documents to be delivered hereunder.is a party.
(c) A certificate signed by a duly authorized officer of The Administrative Agent shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Designated SubsidiaryAdministrative Agent may reasonably request relating to the organization, dated as of the date existence and good standing of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvalsSubsidiary(with a certified English translation if the original thereof is not in English) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary any other legal matters relating to execute and deliver this Agreement and to perform its obligations thereunder.the Loan Parties, the Loan Documents or the transactions contemplated thereby.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Administrative Agent shall have received customary opinions of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to . 44
(e) To the extent customary and appropriate for such Designated Subsidiary qualifies as a “legal entity customer” under the relevant jurisdictionBeneficial Ownership Regulation, the opinions outlined on Exhibit F hereto.any Lender that has requested, in a written notice to such Designated Subsidiary, a Beneficial Ownership Certification in relation to such Designated Subsidiary shall have received such Beneficial Ownership Certification.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the The Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of received such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.. The Administrative Agent shall notify the Company and the Lenders of the date upon which the conditions set forth in this Section 3.02 are satisfied (or waived in accordance with Section 9.02), and such notice shall be conclusive and binding.
Appears in 1 contract
Samples: Credit Agreement (Pricesmart Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for any Notes) in sufficient copies for each Lender:
(a) Any Notes required by each Lender executed by such Designated Subsidiary and made payable to the order of such Lender pursuant to Section 2.16.
(b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this AgreementAgreement and any Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.. Interpublic Credit Agreement
(bc) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this its Designation Agreement and any Notes to be delivered by it and the other documents to be delivered by it hereunder.
(cd) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and any Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Designation Agreement duly executed by such Designated Subsidiary and the Company.
(f) Favorable opinions of counsel (which may be in-house counsel) to such Designated SubsidiarySubsidiary substantially in the forms of Exhibits D-1 and D-2 hereto, dated the date of respectively, and as to such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by other matters as any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign lawsmay reasonably request.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably requestrequest in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations.
Appears in 1 contract
Samples: Credit Agreement (Interpublic Group of Companies, Inc.)
Initial Advance to Each Designated Subsidiary. The obligation of each Revolving Lender to make an initial Pro Rata Advance to any Designated Subsidiary, and of any Issuing Bank to issue its initial Letter of Credit for the account of any Designated Subsidiary, in each Designated Subsidiary case following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the such date of such initial Advance designation of each of the following, in form and substance satisfactory to the Administrative Agent and dated such datedate of designation, and in sufficient copies for each Revolving Lender:
(a) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this Agreement and the other documents to be delivered hereunderhereunder and certifying to other customary matters.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, Subsidiary certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this Agreement and to perform its obligations thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable An opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, Subsidiary covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F E hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Kraft Heinz Co)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Administrative Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender:
(a) Certified copies the following corporate documents of such Designated Subsidiary, each certified as indicated below:
(i) a copy of the resolutions certificate of incorporation or other applicable organizational or charter document, as amended and in effect, certified as of a recent date by the Secretary of State (or other appropriate governmental authority) of its jurisdiction of organization (and in the case of any Designated Subsidiary incorporated in England and Wales, certified by a director or secretary of such Designated Subsidiary), and (to the extent applicable and available to the relevant jurisdiction) a certificate from such Secretary of State dated as of a recent date as to the good standing of and charter documents filed by such NYDOCS02/1166703 61 Designated Subsidiary (and for the avoidance of doubt, such certificate shall not be required for any Designated Subsidiary incorporated in England and Wales); and
(ii) a certificate of the Board Secretary or an Assistant Secretary of Directors each Designated Subsidiary, dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, as amended and in effect at all times from the date on which the resolutions referred to in clause (B) below were adopted to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors authorizing the execution, delivery and performance of this Agreement and the Advances hereunder and such other documents to which such Designated Subsidiary is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter of such Designated Subsidiary has not been amended since the date of the certification thereto furnished pursuant to clause (with a certified English translation if the original thereof is not in Englishi) approving this Agreementabove, and (D) as to the incumbency and specimen signature of all each officer executing this Agreement and each of the other documents evidencing to which such Designated Subsidiary is intended to be a party and each other necessary corporate action document to be delivered by such Designated Subsidiary from time to time in connection herewith or therewith (and governmental approvals, if any, with respect to this Agreementthe Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice in writing from such Designated Subsidiary).
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this Agreement and the other documents to be delivered hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial AdvanceCompany, certifying that such Designated Subsidiary shall have has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this its Designation Agreement and the Notes to be delivered by it and to perform its obligations hereunder and thereunder.
(c) A Designation Agreement duly executed by such Designated Subsidiary and the Company.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion Favorable opinions of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, in form and substance reasonably satisfactory to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F heretoRequired Lenders.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws.
(ge) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Marsh & McLennan Companies, Inc.)