Initial Loan 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 on or before the date of such Initial Advance of each of the following, in form and substance satisfactory to the 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 Borrower (with a certified English translation if the original thereof is not in English) approving this Agreement 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 and such Notes. (c) A certificate of the Secretary or an Assistant Secretary of such Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the Notes of such Borrower and the other documents to be delivered hereunder. (d) A certificate signed by a duly authorized officer of the Company, dated as of the date of such Initial Advance, certifying that such 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 Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder. (e) The Designation Letter of such Designated Subsidiary, substantially in the form of Exhibit E hereto. (f) 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 F hereto. (g) A favorable opinion of counsel to such Designated Subsidiary, dated the date of such Initial Advance, substantially in the form of Exhibit H hereto. (h) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.
Appears in 3 contracts
Samples: 364 Day Backstop Credit Agreement (Alliedsignal Inc), 364 Day Backstop Credit Agreement (Alliedsignal Inc), 364 Day Backstop Credit Agreement (Alliedsignal Inc)
Initial Loan 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 on or before the date of such Initial initial Advance of each of the following, in form and substance satisfactory to the 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 Lenders, to the extent requested by any Lender pursuant to Section 2.172.16.
(b) Certified copies of the resolutions of the Board of Directors of such Borrower (with a certified English translation if the original thereof is not in English) approving this Agreement 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 and such Notes.
(c) A certificate of the Secretary or an Assistant Secretary of such Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the Notes of such Borrower and the other documents to be delivered hereunder.
(d) A certificate signed by a duly authorized officer of the Companysuch Borrower, dated as of the date of such Initial initial Advance, certifying that such 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 Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder.
(e) The Designation Letter of such Designated SubsidiaryBorrower, substantially in the form of Exhibit E hereto.
(f) 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 F hereto.
(g) A favorable opinion of counsel (which may be in-house counsel) to such Designated SubsidiaryBorrower, dated the date of such Initial initial Advance, substantially in the form of Exhibit H G hereto.
(hg) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Polyone Corp), Credit Agreement (Polyone Corp)
Initial Loan 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 on or before the date of such Initial initial Advance of each of the following, in form and substance satisfactory to the 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 Borrower (with a certified English translation if the original thereof is not in English) approving this Agreement 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 and such Notes.
(c) A certificate of the Secretary or an Assistant Secretary of such Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the Notes of such Borrower and the other documents to be delivered hereunder.
(d) A certificate signed by a duly authorized officer of the Company, dated as of the date of such Initial initial Advance, certifying that such 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 Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder.
(e) The Designation Letter of such Designated Subsidiary, substantially in the form of Exhibit E hereto.
(f) 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 F hereto.
(g) A favorable opinion of counsel to such Designated Subsidiary, dated the date of such Initial initial Advance, substantially in the form of Exhibit H hereto.
(h) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Honeywell International Inc), 364 Day Credit Agreement (Honeywell International Inc)
Initial Loan 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 on or before the date of such Initial initial Advance of each of the following, in form and substance satisfactory to the 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 Borrower (with a certified English translation if the original thereof is not in English) approving this Agreement 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 and such Notes.
(c) A certificate of the Secretary or an Assistant Secretary of such Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the Notes of such Borrower and the other documents to be delivered hereunder.
(d) A certificate signed by a duly authorized officer of the Company, dated as of the date of such Initial initial Advance, certifying that such 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 Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder.
(e) The Designation Letter of such Designated Subsidiary, substantially in the form of Exhibit E D hereto.
(f) Evidence of the Process Agent's acceptance of its appointment pursuant to Section 9.13(a9.12(a) as the agent of such Borrower, substantially in the form of Exhibit F E hereto.
(g) A favorable opinion of counsel to such Designated Subsidiary, dated the date of such Initial initial Advance, substantially in the form of Exhibit H G hereto.
(h) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Honeywell International Inc), Credit Agreement (Honeywell International Inc)
Initial Loan 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 9.11 is subject to the Administrative Agent's ’s receipt on or before the date of such Initial 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 Lenders, to the extent requested by any Lender pursuant to Section 2.172.16.
(b) Certified copies of the resolutions of the Board of Directors of such Borrower (with a certified English translation if the original thereof is not in English) approving this Agreement 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 and such Notes.
(c) A certificate of the Secretary or an Assistant Secretary of such Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the Notes of such Borrower and the other documents to be delivered hereunder.
(d) A certificate signed by a duly authorized officer of the CompanyResponsible Officer, dated as of the date of such Initial initial Advance, certifying that such 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 Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder.
(e) The Designation Letter of such Designated Subsidiary, substantially in the form of Exhibit E D hereto.
(f) 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 F hereto.
(g) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such Initial initial Advance, substantially in form and substance satisfactory to the form of Exhibit H heretoAdministrative Agent.
(hg) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (International Rectifier Corp /De/)
Initial Loan 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 9.11 is subject to the Administrative Agent's receipt on or before the date of such Initial 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 Lenders, to the extent requested by any Lender pursuant to Section 2.172.16.
(b) Certified copies of the resolutions of the Board of Directors of such Borrower (with a certified English translation if the original thereof is not in English) approving this Agreement 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 and such Notes.
(c) A certificate of the Secretary or an Assistant Secretary of such Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the Notes of such Borrower and the other documents to be delivered hereunder.
(d) A certificate signed by a duly authorized officer of the Company, dated as of the date of such Initial initial Advance, certifying that such 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 Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder.
(e) The Designation Letter of such Designated Subsidiary, substantially in the form of Exhibit E D-1 hereto.
(f) 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 F hereto.
(g) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such Initial initial Advance, substantially in form and substance satisfactory to the form Administrative Agent.
(g) A favorable opinion of Exhibit H heretolocal counsel to each Non-U.S. Guarantor, to the extent required by Section 9.11(b).
(h) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (International Rectifier Corp /De/)
Initial Loan to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance 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 Agent's receipt on or before the date of such Initial Advance initial Loan of each of the following, in form and substance satisfactory to the Agent and dated such date, and (except for the Revolving Credit Syndicated Notes) in sufficient copies for each Lender:
(a) The Revolving Credit Syndicated Notes of such Borrower to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17Lenders, respectively.
(b) Certified copies of the resolutions of the Board of Directors of such Borrower (with a certified English translation if the original thereof is not in English) approving this Agreement 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 and such Notes.
(c) A certificate of the Secretary or an Assistant Secretary of such Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the Notes of such Borrower and the other documents to be delivered hereunder.
(d) A certificate signed by a duly authorized officer of the Company, dated as of the date of such Initial Advanceinitial Loan, certifying that such 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 Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder.
(e) The Designation Letter of such Designated Subsidiary, substantially in the form of Exhibit E D hereto.
(f) Evidence of the Process Agent's acceptance of its appointment pursuant to Section 9.13(a9.14(a) as the agent of such Borrower, substantially in the form of Exhibit F E hereto.
(g) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such Initial Advanceinitial Loan, substantially in covering, to the form of extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit H G hereto.
(h) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.
Appears in 1 contract
Initial Loan 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 on or before the date of such Initial initial Advance of each of the following, in form and substance satisfactory to the 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 Borrower (with a certified English translation if the original thereof is not in English) approving this Agreement 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 and such Notes.
(c) A certificate of the Secretary or an Assistant Secretary of such Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the Notes of such Borrower and the other documents to be delivered hereunder.
(d) A certificate signed by a duly authorized officer of the Company, dated as of the date of such Initial initial Advance, certifying that such 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 Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder.
(e) The Designation Letter of such Designated Subsidiary, substantially in the form of Exhibit E hereto.
(f) Evidence of the Process Agent's acceptance of its appointment pursuant to Section 9.13(a9.12(a) as the agent of such Borrower, substantially in the form of Exhibit F hereto.
(g) A favorable opinion of counsel to such Designated Subsidiary, dated the date of such Initial initial Advance, substantially in the form of Exhibit H hereto.
(h) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Honeywell International Inc)
Initial Loan 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 on or before the date of such Initial initial Advance of each of the following, in form and substance satisfactory to the 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 2.172.16.
(b) Certified copies of the resolutions of the Board of Directors of such Borrower (with a certified English translation if the original thereof is not in English) approving this Agreement 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 and such Notes.
(c) A certificate of the Secretary or an Assistant Secretary of such Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the Notes of such Borrower and the other documents to be delivered hereunder.
(d) A certificate signed by a duly authorized officer of the Company, dated as of the date of such Initial initial Advance, certifying that such 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 Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder.
(e) The Designation Letter of such Designated Subsidiary, substantially in the form of Exhibit E D hereto.
(f) 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 F E hereto.
(g) A favorable opinion of counsel to such Designated Subsidiary, dated the date of such Initial initial Advance, substantially in the form of Exhibit H G hereto.
(h) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.
Appears in 1 contract