Name; State of Organization; Chief Executive Office; Collateral Locations. (a) The exact legal name of each Loan Party and each Subsidiary of each Loan Party is as set forth in the Information Certificate, subject to the rights of any such Person to change its legal name in accordance with Section 9.1 hereof or to merge or dissolve in accordance with Section 9.7 hereof and except to the extent such Loan Party or Subsidiary was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereof. No Loan Party and no Subsidiary of any Loan Party has, during the past five years, been known by or used any other corporate or fictitious name or been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its property or assets out of the ordinary course of business, except as set forth in the Information Certificate, subject to the rights of any such Person to change its name in accordance with Section 9.1 below or merge or acquire assets in accordance with Sections 9.7 and 9.10(j) below. (b) Each Loan Party and each Subsidiary of each Loan Party is an organization of the type and organized in the jurisdiction set forth in the Information Certificate, subject to the rights of any such Person to change its organizational type and jurisdiction in accordance with Section 9.1 hereof or to merge or dissolve in accordance with Section 9.7 hereof and except to the extent such Person was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereof. The Information Certificate accurately sets forth the organizational identification number of each Loan Party and each Obligor or accurately states that such Person has none and accurately sets forth the federal employer identification number of each such Person, subject to the rights of any such Person to changes its organizational type in accordance with Section 9.1 hereof or to merge or dissolve in accordance with Section 9.7 hereof and except to the extent such Person was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereof. (c) The chief executive office and mailing address of each Loan Party and each Subsidiary of each Loan Party and each such Person’s Records concerning Accounts are located only at the address identified as such in Schedule 8.2 to the Information Certificate, subject to the rights of any such Person to establish new locations in accordance with Section 9.2 hereof or to merge, dissolve or transfer or receive assets in accordance with Section 9.7 hereof and except to the extent such Person was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereof and, with respect to each Borrower and each Obligor its only other places of business and the only other locations of assets, if any, are the addresses set forth in Schedule 8.2 to the Information Certificate, subject to the rights of any such Person to establish new locations in accordance with Section 9.2 hereof or to merge, dissolve or transfer or receive assets in accordance with Section 9.7 hereof and except to the extent such Person was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereof. The Information Certificate correctly identifies any of such locations which are not owned by a Loan Party or an Obligor and sets forth the owners and/or operators thereof subject to the rights of any such Person to establish new locations in accordance with Section 9.2 hereof or to merge, dissolve or transfer or receive assets in accordance with Section 9.7 hereof and except to the extent such Person was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereof.
Appears in 2 contracts
Samples: Loan and Security Agreement (Delco Remy International Inc), Loan and Security Agreement (Remy International, Inc.)
Name; State of Organization; Chief Executive Office; Collateral Locations. (a) The exact legal name of each Loan Party and each Subsidiary of each Loan Party is as set forth in the Information Certificate, subject to the rights of any such Person to change its legal name in accordance with Section 9.1 hereof or to merge or dissolve in accordance with Section 9.7 hereof and except to the extent such Loan Party or Subsidiary was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereof. No Loan Party and no Subsidiary of any Loan Party has, during the past five years, been known by or used any other corporate or fictitious name or been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its property or assets out of the ordinary course of business, except as set forth in the Information Certificate, subject to the rights of any such Person to change its name in accordance with Section 9.1 below or merge or acquire assets in accordance with Sections 9.7 and 9.10(j) below.
(b) Each Loan Party and each Subsidiary of each Loan Party is an organization of the type and organized in the jurisdiction set forth in the Information Certificate, subject to the rights of any such Person to change its organizational type and jurisdiction in accordance with Section 9.1 hereof or to merge or dissolve in accordance with Section 9.7 hereof and except to the extent such Person was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereof. The Information Certificate accurately sets forth the organizational identification number of each Loan Party and each Obligor or accurately states that such Person has none and accurately sets forth the federal employer identification number of each such Person, subject to the rights of any such Person to changes its organizational type in accordance with Section 9.1 hereof or to merge or dissolve in accordance with Section 9.7 hereof and except to the extent such Person was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereof.
(c) The chief executive office and mailing address of each Loan Party and each Subsidiary of each Loan Party and each such Person’s 's Records concerning Accounts are located only at the address identified as such in Schedule 8.2 to the Information Certificate, subject to the rights of any such Person to establish new locations in accordance with Section 9.2 hereof or to merge, dissolve or transfer or receive assets in accordance with Section 9.7 hereof and except to the extent such Person was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereof and, with respect to each Borrower, each Obligor, each Foreign Borrower and each Foreign Obligor its only other places of business and the only other locations of assets, if any, are the addresses set forth in Schedule 8.2 to the Information Certificate, subject to the rights of any such Person to establish new locations in accordance with Section 9.2 hereof or to merge, dissolve or transfer or receive assets in accordance with Section 9.7 hereof and except to the extent such Person was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereof. The Information Certificate correctly identifies any of such locations which are not owned by a Loan Party or an Obligor and sets forth the owners and/or operators thereof subject to the rights of any such Person to establish new locations in accordance with Section 9.2 hereof or to merge, dissolve or transfer or receive assets in accordance with Section 9.7 hereof and except to the extent such Person was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereof.77
Appears in 1 contract
Samples: Loan and Security Agreement (Delco Remy International Inc)
Name; State of Organization; Chief Executive Office; Collateral Locations. (a) The exact legal name of each Loan Party and each Subsidiary of each Loan Party is as set forth in the Information Certificate, subject to the rights of any such Person to change its legal name in accordance with Section 9.1 hereof or to merge or dissolve in accordance with Section 9.7 hereof and except to the extent such Loan Party or Subsidiary was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereofbelow. No Loan Party and no Subsidiary of any Loan Party has, during the past five years, been known by or used any other corporate or fictitious name or been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its property or assets out of the ordinary course of business, except as set forth in the Information Certificate, subject to the rights of any such Person to change its name in accordance with Section 9.1 below or merge or acquire assets in accordance with Sections 9.7 and 9.10(j) below.
(b) Each Loan Party and each Subsidiary of each Loan Party is an organization of the type and organized in the jurisdiction set forth in the Information Certificate, subject to the rights of any such Person to change its organizational type and jurisdiction in accordance with Section 9.1 hereof or to merge or dissolve in accordance with Section 9.7 hereof and except to the extent such Person was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereofbelow. The Information Certificate accurately sets forth the organizational identification number of each Loan Party and each Obligor or accurately states that such Person has none and accurately sets forth the federal employer identification number of each such Person, subject to the rights of any such Person to changes its organizational type in accordance with Section 9.1 hereof or to merge or dissolve in accordance with Section 9.7 hereof and except to the extent such Person was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereofbelow.
(c) The chief executive office and mailing address of each Loan Party and each Subsidiary of each Loan Party and each such Person’s 's Records concerning Accounts are located only at the address identified as such in Schedule 8.2 to the Information Certificate, subject to the rights of any such Person to establish new locations in accordance with Section 9.2 hereof or to merge, dissolve or transfer or receive assets in accordance with Section 9.7 hereof and except to the extent such Person was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereof below and, with respect to each Borrower, each Obligor, each Foreign Borrower and each Foreign Obligor its only other places of business and the only other locations of assets, if any, are the addresses set forth in Schedule 8.2 to the Information Certificate, subject to the rights of any such Person to establish new locations in accordance with Section 9.2 hereof or to merge, dissolve or transfer or receive assets in accordance with Section 9.7 hereof and except to the extent such Person was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereofbelow. The Information Certificate correctly identifies any of such locations which are not owned by a Loan Party Party, an Obligor, a Foreign Borrower or an a Foreign Obligor and sets forth the owners and/or operators thereof subject to the rights of any such Person to establish new locations in accordance with Section 9.2 hereof or to merge, dissolve or transfer or receive assets in accordance with Section 9.7 hereof and except to the extent such Person was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereofbelow.
Appears in 1 contract
Samples: Loan and Security Agreement (Delco Remy International Inc)