No Additional Authorization Required. No license, consent, authorization or approval or other action by, or notice to or registration or filing with, any Governmental Authority, and no other third-party consent or approval is necessary, for the due execution, delivery and performance by such Guarantor of this Agreement or for the legality, validity or enforceability of this Agreement.
No Additional Authorization Required. All Governmental Approvals and other actions by, and all notices to and filings and registrations with, any Governmental Authority, and all third-party approvals, required for the due execution, delivery and performance by each of the Obligors of the Credit Documents to which it is a party and for the legality, validity or enforceability of the Credit Documents have been obtained and are in full force and effect, except as described in Section 7.12. True copies of all such approvals, if any, have been provided to the Administrative Agent.
No Additional Authorization Required. Except for: (i) the registration with the Central Bank of any export pre-payment arrangements entered into between Newark and VCP (or any of its Subsidiaries) pursuant to Section 8.6(b), (ii) any prior approval of the Central Bank for any capital contribution from VCP Exportadora to Newark pursuant to Section 8.13(a), and (iii) the filing of a UCC financing statement in the District of Columbia (with respect to Newark and VCP Trading N.V.) and Delaware (with respect to VCP North America Inc.) in favor of the Collateral Agent (on behalf of the Secured Parties) with respect to the Liens on the Collateral, all Governmental Approvals and other actions by, and all notices to and filings and registrations with, any Governmental Authority, and all third-party approvals, required for the due execution, delivery and performance by each of the Obligors of the Loan Documents and the Sales Agreements to which it is a party and for the legality, validity or enforceability of the Loan Documents and the Sales Agreements have been obtained and are in full force and effect and true copies thereof have been provided to the Administrative Agent; it being understood that the prior approval of the Central Bank of the Guaranties of VCP Exportadora and VCP under Articles XI or XII is not required for the legality, validity or enforceability thereof but that the absence of such approval may affect VCP Exportadora's and VCP's ability to remit funds abroad from Brazil to satisfy obligations thereunder and, whether so approved or not, Central Bank approval would generally be required before either VCP Exportadora or VCP could remit funds abroad from Brazil to satisfy obligations thereunder (which approval is subject to the sole discretion of the Central Bank). In addition, notwithstanding anything herein to the contrary, certain Governmental Approvals are required in connection with the export of Products from Brazil, but VCP and VCP Exportadora have no reason to believe that any such Governmental Approvals would not be obtained. In addition to the above, in order to preserve priority with respect to any Liens granted by Newark should any application to determine priority come before a court in the British Virgin Islands, the relevant particulars of the Security Agreement should be entered in the register of mortgages and charges maintained by Newark at its registered office, in a form satisfactory to the Collateral Agent, and should be duly signed by the registered agent of Newark ...
No Additional Authorization Required. Except for: (a) those Brazilian Governmental Approvals and documents required to be obtained in connection with the shipping of Products by Aracruz Celulose to the Borrower from Brazil under the Export Finance Agreement, which the Obligors have no reason to believe would not be obtained in due course and time; (b) the registration of the Restated ROFs with the Central Bank and the registration of the schedules of payment within the Restated ROFs with the Central Bank that will enable Aracruz Celulose to make remittances from Brazil with respect to the Export Finance Agreement between the Borrower and Aracruz Celulose (the “Schedules of Payment”), (c) any further authorization from, notice to or registration with, the Central Bank that will enable Aracruz Celulose to make payments under the Export Finance Agreement between the Borrower and Aracruz Celulose (i) that are not specifically covered by the Restated ROFs, and the respective Schedules of Payment, or (ii) on a date which is after the 120th day from the original, scheduled principal repayment date of such payment, (d) the filing of a UCC financing statement with the Recorder of Deeds in the District of Columbia naming the Borrower as debtor and the U.S. Collateral Agent as secured party, (e) the filing of a UCC financing statement with the Recorder of Deeds in the District of Columbia naming Aracruz Celulose as debtor and the U.S. Collateral Agent as secured party, (f) the filing of the Barra do Riacho Security Documents with the competent Real Estate Registries, as well as the filing of a Portuguese sworn translation of this Agreement, the U.S. Security Agreement and each other Brazilian Security Document with the competent Brazilian Registry of Deeds and Documents, (g) the registration of the pledges created under the Aracruz Share Pledge Agreement and the Xxxxxx Share Pledge Agreement in the relevant Share Registry Book of each of Aracruz and Xxxxxx and (h) the consummation of the BNDES Release, all Governmental Approvals and other actions by, and all notices to and filings and registrations with, any Governmental Authority, and all third-party approvals required for (x) the due execution, delivery and performance by each of the Obligors of the Loan Documents and the Export Arrangements to which it is a party, (y) the legality, validity or enforceability of the Loan Documents and the Export Arrangements and (z) the perfection or maintenance of the Liens created under the Security Documents (includ...
No Additional Authorization Required. No license, consent, authorization or approval or other action by, or notice to or registration or filing with, any Governmental Authority (except as set forth herein), and no other third-party consent or approval is necessary, for the execution, delivery and performance by each Grantor of this Agreement or other Collateral Documents to which it is a party or for the legality, validity or enforceability of this Agreement or such other Collateral Documents, except (i) for a financing statement to be filed in the State of Delaware in connection with the perfection of Liens granted by Vitro Packaging, which will be made promptly after execution of this Agreement, (ii) with respect to any Collateral located in Mexico as otherwise set forth herein, which actions shall be promptly taken after execution of this Agreement, and (iii) the right of first offer to which the other shareholders of Comegua are entitled pursuant to Comegua’s estatutos sociales.
No Additional Authorization Required. Except for: (i) the ROF naming the Borrower as the borrower under the Loan, the Guarantor as guarantor under the Loan and the Lender as lender under the Loan, which has been obtained in accordance with Section 6.01(e) and (ii) any further authorization from, notice to or registration with, the Central Bank which could be necessary to enable the Obligors (A) to make payments under the Loan earlier than their respective due dates, whether upon acceleration or otherwise, and (B) to make remittances from Brazil to make payments with respect to the Loan not specifically covered by the ROF, no license, consent, authorization or approval or other action by, or notice to or registration or filing with, any Governmental Authority, and no other third-party consent or approval, is necessary for the due execution, delivery and performance by the Obligors of this Agreement or for the legality, validity or enforceability of this Agreement.
No Additional Authorization Required no Governmental Approvals or other actions by or notices to or filings or registrations with any Governmental Authority are required for the due execution or performance by each of the Obligors of the Loan Agreement and/or the Guarantee, as applicable, and all third-party approvals, required for the due execution, delivery and performance by each of the Obligors of the Loan Agreement and/or the Guarantee, as applicable, and for the legality, validity or enforceability of the Loan Agreement and/or the Guarantee, as applicable, have been obtained and are in full force and effect and copies thereof, if any, will be provided to the Lender upon request. Notwithstanding the foregoing, in case of court proceedings in a Luxembourg court, or the presentation of the Loan Agreement to an autorité constituée in the Grand Duchy of Luxembourg, such court or autorité constituée may require registration of the Loan Agreement or any agreements referred to therein, in which case such agreement and any agreement referred to therein will be subject to (depending on the nature of the agreements) ad valorem (such as for instance a registration duty of 0.24 per cent. calculated on the amounts mentioned in those agreements) or fixed (such as for instance a fixed duty of EUR 12 for a pledge) registration duties, such duties payable by the party being ordered to register them.
No Additional Authorization Required. All Governmental Approvals and other actions by, and all notices to and filings, registrations and annotations with, any Governmental Authority, and all third-party approvals required for (a) the due execution, delivery and performance by the Borrower and each Guarantor of this CCB and each other Loan Document to which it is a party; (b) the legality, validity or enforceability of this CCB and each other Loan Document, have been obtained and are in full force and effect and true copies thereof have been provided to the Administrative Agent and the Initial Lenders; provided that the minutes of the quotaholders authorization of certain Brazilian Guarantors related to the transactions contemplated by the Loan Documents shall be registered with the applicable Board of Trade (Junta Comercial).
No Additional Authorization Required. Except for: (i) the ROFs and the registration of the related Schedules of Payment with the Central Bank, (ii) any further authorization from, notice or registration with, the Central Bank which will enable any Guarantor or any Borrower, as the case may be, and to the extent organized under the laws of Brazil, to make remittances from Brazil to make payments hereunder not specifically covered by the ROFs and the respective Schedules of Payment, all Governmental Approvals and other actions by, and all notices to and filings and registrations with, any Governmental Authority, and all third-party approvals, required for the due execution, delivery and performance by each of the Obligors of the Loan Documents to which it is a party and for the legality, validity or enforceability of the Loan Documents have been obtained and are in full force and effect and true copies thereof have been provided to the Administrative Agent, subject to the requirements for legal form specified in Section 6.11.
No Additional Authorization Required. Except for the filing of a UCC financing statement in the District of Columbia (with respect to the Borrower) in favor of the Administrative Agent (on behalf of the Secured Parties) with respect to the Liens on the Collateral, all notices to and filings and registrations with, any Governmental Authority, and all third-party approvals, required for the due execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and for the legality, validity or enforceability of the Loan Documents have been obtained and are in full force and effect and true copies thereof have been provided to the Administrative Agent.
