Mettler Sample Clauses

Mettler. Toledo International hereby unconditionally and irrevocxxxx xxxxxx xxomptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Designated Borrower or any other Person or any collateral.

Mettler. Toledo International and any other Applicable Xxxxxxxx xxxxl pay to the Lenders, in Dollars, such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

Mettler. Toledo International hereby requests the consent ox xxx Xxxxxxxtrative Agent to the adjustment to the Subsidiary Currency Sublimit set forth in the second paragraph of this Consent. Consented to: BANK OF AMERICA, N.A., as Administrative Agent By: ---------------------------------- Name: ---------------------------------- Title: ---------------------------------- EXHIBIT J FORM OF SWINGLINE LOAN CALCULATION DATE NOTICE ------------------------------------------------------------------------------ Date: ___________, _____ To: Bank of America, N.A., as Administrative Agent ------------------------------------------------------------------------------ Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 12, 2003 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Mettler-Toledo International Inc. ("Mettler-Toledo International"), Xxxxxxx-Xxledo Holding AG, Mettlxx-Xxxxxx Xxxagement Holding Dexxxxxxxxx XxxX, certain Subxxxxxxx Xxxxxxine Borrowers party thereto from time to time, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent and L/C Issuer to the Revolving Borrowers, and certain Swingline Lenders and certain other L/C Issuers from time to time party thereto, and Bank One, NA and Wachovia Bank, N.A., as Syndication Agents, and The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, Fleet National Bank and Societe Generale, as Documentation Agents. Pursuant to Section 2.05(c) of the Agreement, ____________________, a Swingline Lender under the Agreement (the "Applicable Swingline Lender"), hereby gives you notice of the aggregate Outstanding Amount (calculated in the applicable Subsidiary Currency) of all Subsidiary L/C Obligations and all Swingline Loans of the Subsidiary Swingline Borrower to whom the Applicable Swingline Lender makes Swingline Loans (without application of the Assumed Swingline Loan Amount):

Mettler. Toledo International hereby requests on behalf ox xxx Xxxxxxxary Swingline Borrowers set forth below, that the Subsidiary Currency Sublimits for such Subsidiary Swingline Borrowers be adjusted, which adjustment(s) shall be effective upon the required consents, as set forth below: ----------------------------------------------------------------------------- Name of Subsidiary Swingline Borrower Subsidiary Currency and Sublimit ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- Mettler-Toledo International hereby represents and warrants thxx xxx xxxxxxxent to the Subsidiary Swingline Sublimit complies with the requirements in the definition of the "Subsidiary Swingline Borrower Sublimit" and with the provisions of the Agreement. This Subsidiary Swingline Borrower Sublimit Adjustment Consent shall constitute a Loan Document under the Credit Agreement. [Signature Page Follows] METTLER-TOLEDO INTERNATIONAL INC. Xx: ---------------------------------- Name: ---------------------------------- Title: ---------------------------------- Consented to: [SWINGLINE LENDER] By: ---------------------------------- Name: ---------------------------------- Title: ---------------------------------- [This Consent is being presented pursuant to the last sentence of [Section 2.03(c)(v)] [Section 2.04(e)(iv)] of the Agreement.

Mettler. Toledo International hereby requests on behalf ox xxx Xxxxxxxary Swingline Borrowers that the aggregate Subsidiary Swingline Borrower Sublimit be adjusted to $____________ effective upon the consent of the Administrative Agent.

Mettler. Toledo International hereby unconditionally and xxxxxxxxxxx waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

Mettler. Toledo International shall guarantee the Obligations ox xxxx xx xxx other Revolving Borrowers and each of the Subsidiary Swingline Borrowers pursuant to Article XI hereof.

Mettler. Toledo International hereby unconditionally and xxxxxxxxxxx waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of Mettler-Toledo International or other rights of Metxxxx-Xxxxxx Xxternational to proceed against any Designatxx Xxxxxxxx or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of Mettler-Toledo International under this Guaranty.

Mettler. Toledo International, a Borrower under the Agreement, xxxxxx xxxxxxxs, on behalf of itself or, if applicable, the other Revolving Borrower referenced in item 6 below (select one): [ ] A Borrowing of Revolving Loans [ ] A conversion of Revolving Loans [ ] A continuation of Eurocurrency Rate Loans

Mettler. Toledo International may at any time, upon not less thax 00 Xxxxxxxx Days' notice from Mettler-Toledo International to the Administrative Agent anx xxx Xxxxxxxxe Lender affected thereby (or such shorter period as may be agreed by the Administrative Agent and the Swingline Lender affected thereby in their sole discretion), designate any additional Subsidiary of Mettler-Toledo International (an "Applicant Borrower") as a Sxxxxxxxxx Xxxngline Borrower to receive Swingline Loans hereunder by delivering to the Administrative Agent and the Swingline Lender affected thereby a duly executed notice and agreement in substantially the form of Exhibit F hereto (a "Subsidiary Swingline Borrower Request and Assumption Agreement"). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to borrow Swingline Loans or request the issuance of Letters of Credit hereunder, the Administrative Agent and the Swingline Lender affected thereby shall have received (i) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent and the Swingline Lender affected thereby, as may be required by the Administrative Agent and the Swingline Lender affected thereby in their sole discretion (including without limitation, information necessary to evaluate (A) any withholding tax as may arise in respect of any Swingline Loans made to such Applicant Borrower, and (B) the manner in which Swingline Loans may be made available to the Applicant Borrower, including the requested Subsidiary Currency and the Subsidiary Currency Sublimit, and (ii) Swingline Notes signed by such new requested Subsidiary Swingline Borrower to the extent any Swingline Lender so requires. If the Administrative Agent and the Swingline Lender affected thereby agree that an Applicant Borrower shall be entitled to receive Swingline Loans hereunder, then promptly following receipt of all such resolutions, incumbency certificates, opinions of counsel and other documents or information from an Applicant Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit G hereto (a "Notice of Designation of Additional Subsidiary Swingline Borrower, Applicable Subsidiary Currency and Subsidiary Currency Sublimit") to Mettler-Toledo International, the Swingline Lender affected therxxx xxx xxx xxher Lenders specifying the effective date upon wh...