Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary is subject to the receipt by the Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Agent: (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 or other similar governing body of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this 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 and the Notes, as applicable. (c) 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 its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (d) A Designation Agreement duly executed by such Designated Subsidiary and the Company. (e) Favorable opinions of counsel (which may be in-house counsel) to such Designated Subsidiary in a form reasonably satisfactory to the Agent, and as to such other matters as any Lender through the Agent may reasonably request. (f) All documentation and other information reasonably requested by any Lender to satisfy the requirements of Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act
Appears in 4 contracts
Samples: Credit Agreement (International Flavors & Fragrances Inc), Credit Agreement (International Flavors & Fragrances Inc), Credit Agreement (International Flavors & Fragrances Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary is subject to the receipt by the Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Agent:
(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 or other similar governing body of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this 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 and the Notes, as applicable.
(c) 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 its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(d) A Designation Agreement duly executed by such Designated Subsidiary and the Company.
(e) Favorable opinions of counsel (which may be in-house counsel) to such Designated Subsidiary in a form reasonably satisfactory to the Agent, and as to such other matters as any Lender through the Agent may reasonably request.
(f) All documentation and other information reasonably requested by any Lender to satisfy the requirements of Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot ActAct and a Beneficial Ownership Certification if such Designated Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.
Appears in 3 contracts
Samples: Credit Agreement (International Flavors & Fragrances Inc), Credit Agreement (International Flavors & Fragrances Inc), Credit Agreement (International Flavors & Fragrances Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary is subject to the receipt by the Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Agent:
(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 or other similar governing body of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this 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 and the Notes, as applicable.
(c) 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 its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(d) A Designation Agreement duly executed by such Designated Subsidiary and the Company.
(e) Favorable opinions of counsel (which may be in-house counsel) to such Designated Subsidiary in a form reasonably satisfactory to the Agent, and as to such other matters as any Lender through the Agent may reasonably request.
(f) All documentation and other information reasonably requested by any Lender to satisfy the requirements of Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (International Flavors & Fragrances Inc)
Initial Advance to Each Designated Subsidiary. The obligation of each any Lender to make an initial Advance to each any Designated Subsidiary is subject to the receipt by the Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the AgentAgent and dated on or prior to such date:
(a) The Notes of A Designation Agreement duly executed by such Designated Subsidiary to and the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16Company.
(b) Certified copies Copies of (i) the resolutions of the Board of Directors or other similar governing body of the such Designated Subsidiary (with a certified English translation if the original thereof is not in English) ), approving this Agreement and the Notes to be delivered by itAgreement, and (ii) of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and Agreement, in each case certified by the Notes, as applicableSecretary or an Assistant Secretary or an appropriate officer or director of such Designated Subsidiary.
(c) A certificate of a proper officer or director of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(d) A Designation Agreement certificate signed by a duly executed by authorized officer of such Designated Subsidiary, certifying that such Designated Subsidiary has obtained all governmental and the Companythird 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 its Designation Agreement and to perform its obligations hereunder and thereunder.
(e) Favorable opinions of counsel (which may be in-house counsel) to such Designated Subsidiary substantially in a the form reasonably satisfactory to the Agentof Exhibit C-2 hereto, and as to such other matters as any Lender through the Agent may reasonably request.
(f) All documentation and other information reasonably requested by any Lender to satisfy the requirements of Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act
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