Other documents and evidence Sample Clauses
Other documents and evidence. 2.1 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been paid or will be paid by the first Utilisation Date.
2.2 Either (i) confirmation from the Borrower that no event of default has occurred and is continuing under the Existing Facility Agreement or will result from the entry into or Utilisation of this Agreement or closing of the Acquisition; or (ii) confirmation from the Borrower that all amounts outstanding under the Existing Facility Agreement have been or will be repaid, and all commitments made available thereunder have been or will be cancelled in full, in each case, not later than date of first Utilisation under this Agreement.
PART 1 : UTILISATION REQUEST
1. We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: · (or, if that is not a Business Day, the next Business Day) Facility to be utilised: [Facility A] / [Facility B] Currency of Loan: USD Amount: [•] or, if less, the Available Facility
3. We confirm that each condition specified in Clause 4.2 (Utilisations during the Certain Funds Period) of the Facilities Agreement is satisfied on the date of this Utilisation Request.
4. The proceeds of this Loan should be credited to [account].
5. This Utilisation Request is irrevocable. Yours faithfully authorised signatory for authorised signatory for Rentokil Initial plc as Borrower Rentokil Initial plc as Borrower
Other documents and evidence. A copy of any other Authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.
Other documents and evidence. (a) A copy of any other Authorisation or other document, opinion or assurance which the Agent and Security Trustee considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. DAVE & GIRISH & CO. 48
(b) Xhe Xxxxxxal Financial Statements of the Borrower.
(c) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 6.6 (Costs and expenses) have been paid or will be paid by the first Drawdown Date.
(d) the Borrower shall provide the Lenders a detailed project feasibility report on the viability of the project. DAVE & GIRISH & CO. 49 SCHEDULE - 3 REQUESTS DRAWDOWN REQUEST From: [Borrower] ---------- To: [Agent and Security Trustee] ---------------------------- Dated: Dear Sirs [BORROWER] - [ ] FACILITY AGREEMENT ---------- ------- DATED [ ] (THE "FACILITY AGREEMENT") ------
1. We refer to the Facility Agreement. This is a Drawdown Request. Terms defined in the Facility Agreement shall have the same meaning in this Drawdown Request.
2. We wish to avail of a Facility on the following terms: Proposed Drawdown Date: [ ] (or, if that is not a Business Day, the ------- next Business Day) Amount: [ ] or, if less, the Available Facility -------
3. We confirm that each condition specified in Clause 2.4.2 (Further conditions precedent) is satisfied on the date of this Drawdown Request.
Other documents and evidence. Evidence that any process agent referred to in Clause 51.2 (Service of process), if not an Obligor, has accepted its appointment.
Other documents and evidence. 6.1 Evidence that any process agent referred to in clause 34.2 (Service of process), if not an Obligor, has accepted its appointment.
6.2 A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Parent accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.
Other documents and evidence. (a) Evidence that the process agent referred to in Clause 40.2 (Service of process), if not an Original Obligor has accepted its appointment.
(b) The Group Structure Chart which shows the Group as at the Signing Date.
(c) A copy, certified by an authorised signatory of the Company to be a true copy, of the Original Financial Statements of each Original Obligor.
(d) A copy, certified by an authorised signatory of the Company to be a true copy of the Base Case Model.
(e) Evidence that the fees, costs and expenses then due from the Company pursuant to Clause 12 (Fees) and Clause 17 (Costs and expenses) have been or will be paid on the Signing Date.
(f) Evidence that the Company has received commitments from the banks (including any commitments provided by the Mandated Lead Arrangers (or their Affiliates)), to provide the new OeKB Facility in an aggregate amount of not less than Euro 400,000,000 and having a final maturity date in 2014 (and which may amortise from December 2010 in the manner agreed by the Agent).
(g) A certificate from the Company duly executed by an authorised signatory setting out the name and relevant details of each Material Subsidiary and for each Excluded Subsidiary:
(i) the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA, as defined in Clause 21 (Financial Covenants)) of such Excluded Subsidiary as a percentage of the consolidated EBITDA (as defined in Clause 21 (Financial Covenants) of the Group; and
(ii) the gross assets of such Excluded Subsidiary as a percentage of the consolidated gross assets of the Group.
(h) “Know your customer” documentations and checks in respect of the Company (including, if necessary, the directors and shareholders thereof) and the Obligors.
(i) Either:
(i) (A) evidence of an additional Euro 150,000,000 (or its equivalent in any other currency or currencies) being made available after 31 March 2009 to the Group by way of receivables securitisation and other long term financing; and
Other documents and evidence. (a) The Group Structure Chart which shows the Group assuming the Closing Date has occurred.
(b) Evidence that all customary know your customer requirements have been met.
(c) The Funds Flow Statement in a form agreed by the Parent and the Facility Agent detailing the proposed movement of funds on or before the Closing Date.
(d) A copy of the Base Case Business Plan (in final agreed form save for any amendments thereto which may be required following completion of its verification as referred to in the definition of "Base Case Business Plan".
(e) An English law and French law opinion outline from Freshfields Bruckhaus Xxxxxxxx as to certain tax matters in a form agreed between the Parties (the "Agreed Form Tax Opinion Outlines"). Part II Conditions precedent required to be delivered by an Additional Guarantor
1. An Accession Letter executed by the Additional Guarantor and the Parent.
2. A copy of the constitutional documents of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute, deliver and perform the Accession Letter and any other Finance Document to which it is party;
(b) authorising a specified person or persons to execute the Accession Letter and any other Finance Document to which it is a party on its behalf;
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and
(d) authorising the Parent to act as its agent in connection with the Finance Documents.
4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.
5. To the extent required by applicable law, a copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.
6. A certificate of the Additional Guarantor (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded.
7. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy docum...
Other documents and evidence. (a) Evidence that any agent for service of process referred to in Clause 38.2 (Service of process) has accepted its appointment.
(b) The Original Financial Statements together with the latest audited financial statements of each Obligor (other than Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding (BVI) Limited).
(c) The latest unaudited financial statements of Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding (BVI) Limited.
(d) Evidence that the fees, costs and expenses then due from the Parent pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by the initial Utilisation Date.
(e) A copy of the approval of the Exchange Control Department of the South African Reserve Bank confirming that Gold Fields Limited, GFI Mining South Africa (Proprietary) Limited and Gold Fields Operations Limited may enter into and provide the guarantee as contemplated by this Agreement and that the Original Borrowers may enter into and implement the provisions of this Agreement. If such approval is granted conditionally, this condition precedent shall not be considered to have been fulfilled, unless both the Lenders and the Original Borrowers acknowledge in writing to each other that such conditions are acceptable.
(f) A copy of any authorisation or consent (to include any relevant corporate, regulatory and shareholder consent) which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of any Finance Document.
(g) Evidence that all amounts outstanding under the Existing Facility have been or will be repaid and cancelled in full on or before the first Utilisation Date.
Other documents and evidence. (a) An executed copy of each of the Debenture Documents (other than the Debenture Certificate).
(b) A certificate dated the Closing Date and signed by a Director of the Issuer confirming the matters specified in Clauses 4.1(a)(iii), 4.1(a)(iv), and 4.1(a)(v) (Conditions Precedent to Closing) of this Agreement.
(c) A certificate of good standing or the equivalent dated within three Business Days of the Closing Date, in respect of the Issuer and each of the Material Subsidiaries.
(d) A certificate of the transfer agent of the Issuer certifying: (i) that it has been duly appointed as the transfer agent and registrar for the Shares; and (ii) the issued and outstanding Shares.
(e) Copies of correspondence received from the Stock Exchange indicating that the Issuer has obtained all necessary approvals for the Shares to be listed on the Stock Exchange, subject only to the satisfaction by the Issuer of such customary and standard post-closing conditions imposed by the Stock Exchange in similar circumstances.
(f) A copy of any other authorisation or other document, opinion or assurance which the Debentureholder considers (in good faith) to be necessary (if it has notified the Issuer accordingly within a reasonable time prior to the Closing Date) in connection with the entry into and performance of the transactions contemplated by any Debenture Document or for the validity and enforceability of any Debenture Document.
(g) The satisfaction of all of the Debentureholder’s necessary “know your customer” and/or other similar checks under its internal requirements and Applicable Laws and regulations in relation to this Agreement, the Debentures and the transactions contemplated thereby and the Issuer has provided all such relevant information in relation thereto.
(h) A written acceptance of the process agent mentioned in Clause 23.3 (Service of Process) of its appointment as set out in that Clause.
(i) A group structure chart of the Issuer and its Subsidiaries. Schedule 3 Form of Debenture Certificate [ ] Schedule 4 Form of Transfer and Accession Deed
Other documents and evidence. (a) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by the first Utilisation Date.
(b) A list of all insurance policies maintained by PYPO PRC and each of PYPO PRC’s operating Subsidiaries.
(c) An executed copy of the Finance Documents in form and substance satisfactory to FMO.
(d) A copy of: (i) the audited consolidated financial statements of the Guarantor for the period ending 31 March 2008; (ii) the unaudited consolidated financial statements of the Guarantor for the period ending 30 September 2008; and (iii) the unaudited consolidated financial statements of the Borrower for the period ending 31 Mar 2008, prepared by management of the Borrower.
(e) Evidence that the Security created by the Charge Deed and the Equity Pledge Agreement has been created and perfected (or is in the process of being perfected) in accordance with applicable laws.
(f) Evidence that any process agent appointed under any Finance Document has accepted its appointment and any fees relating to the appointment of a process agent have been paid or will be paid by the first Utilisation Date.
(g) A copy of any other Authorisation or other document, opinion or assurance which FMO considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by the Finance Documents or for the validity and enforceability of the Finance Documents or any Authorizations with respect to the carrying on of the business by the Borrower.
(h) A letter from the Auditors addressed to FMO, confirming that they have been authorized by the Borrower to communicate directly with FMO at any time regarding the Borrower’s accounts and operations and that they are aware of the provisions of Sub-clauses 1.1 (Definitions) and Clause 19 (Financial covenants) of this Agreement.
(i) A duly executed share retention undertaking letter by the Sponsors in the form set out in Schedule 17. To: Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V., Attn: [insert Department name and name of responsible IO], Xxxx van Xxxxxxxxxx 00, 0000 XX Xxx Xxxxx, Xxx Xxxxxxxxxxx Date: Dear Sirs, Re: Pypo Holdings (HK) Company Limited — Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. Term Facility Agreement dated [insert execution date of the Agreement] 2009 (the “Agreement”)
1. We refer to the ...