Mettler Sample Clauses
Mettler. Toledo International may at any time, upon not less tha▇ ▇▇ ▇▇▇▇▇▇▇▇ Days' notice from Mettler-Toledo International to the Administrative Agent an▇ ▇▇▇ ▇▇▇▇▇▇▇▇e 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 S▇▇▇▇▇▇▇▇▇ ▇▇▇ngline 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 ther▇▇▇ ▇▇▇ ▇▇▇ ▇▇her Lenders specifying the effective date upon wh...
Mettler. Toledo International hereby unconditionally and irrevoc▇▇▇▇ ▇▇▇▇▇▇ ▇▇omptness, 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 shall guarantee the Obligations o▇ ▇▇▇▇ ▇▇ ▇▇▇ other Revolving Borrowers and each of the Subsidiary Swingline Borrowers pursuant to Article XI hereof.
Mettler. Toledo International hereby unconditionally and ▇▇▇▇▇▇▇▇▇▇▇ 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, a Borrower under the Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇s, 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 hereby requests on behalf o▇ ▇▇▇ ▇▇▇▇▇▇▇ary Swingline Borrowers that the aggregate Subsidiary Swingline Borrower Sublimit be adjusted to $____________ effective upon the consent of the Administrative Agent.
Mettler. Toledo International may from time to time, upon not le▇▇ ▇▇▇▇ ▇▇ ▇▇▇iness Days' notice from Mettler-Toledo International to the Administrative Agent and ▇▇▇ ▇▇▇▇▇▇▇▇▇ 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), terminate a Subsidiary Swingline Borrower's status as such, provided that there are no outstanding Swingline Loans payable by such Subsidiary Swingline Borrower, or other amounts payable by such Subsidiary Swingline Borrower on account of any Swingline Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Subsidiary Swingline Borrower.
Mettler. Toledo International hereby requests the consent o▇ ▇▇▇ ▇▇▇▇▇▇▇trative 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"), ▇▇▇▇▇▇▇-▇▇ledo Holding AG, Mettl▇▇-▇▇▇▇▇▇ ▇▇▇agement Holding De▇▇▇▇▇▇▇▇▇ ▇▇▇▇, certain Sub▇▇▇▇▇▇▇ ▇▇▇▇▇▇ine 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 shall pay (or cause the Applicabl▇ ▇▇▇▇▇▇▇▇ ▇▇ pay) to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan; provided Mettler-Toledo International shall have received at least 15 d▇▇▇' ▇▇▇▇▇ ▇▇▇ice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable 15 days from receipt of such notice.
Mettler. Toledo International hereby unconditionally and ▇▇▇▇▇▇▇▇▇▇▇ 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 Met▇▇▇▇-▇▇▇▇▇▇ ▇▇ternational to proceed against any Designat▇▇ ▇▇▇▇▇▇▇▇ 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.