Common use of Proceedings; Receipt of Documents Clause in Contracts

Proceedings; Receipt of Documents. All requisite corporate action and proceedings in connection with the borrowings, the issuance of Letters of Credit and the execution and delivery of the Loan Documents, shall be satisfactory in form and substance to the Agent and the Agent shall have received all information and copies of all documents, including, without limitation, records of requisite corporate action and proceedings, which the Agent may have requested in connection therewith, such documents where requested by the Agent to be certified by appropriate corporate Persons or governmental authorities. Without limiting the generality of the foregoing, the Agent shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender: (i) A copy of the certificate of incorporation of each Credit Party, and all amendments thereto, certified (as of a date reasonably near the date of the initial financial accommodation to be made hereunder) by the Secretary of State or other applicable official of each of their respective states or countries as being a true and correct copy thereof. (ii) Certified copies of the resolutions of the Board of Directors of each Credit Party approving this Agreement, the Notes, and each other Loan Document to which it is a party or by which it is bound, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and each other Loan Document. (iii) A copy of a certificate of the Secretary of State of each State where each Credit Party is doing business dated a date reasonably near the date of the initial financial accommodations to be made hereunder, stating that each Credit Party, as the case may be, is duly qualified and in good standing as a foreign entity in such State. (iv) A certificate of each Credit Party signed on behalf of such Person by its chairman, president, any vice-president, treasurer, secretary or assistant secretary, certifying as to (A) the absence of any amendments to the charter of such Person since the date of the Secretary of State's (or other official's) certificate for such Person referred to above and (B) a true and correct copy of the by-laws of such Person as in effect on the date of the initial financial accommodations to be made hereunder. (v) A certificate of the Secretary or an Assistant Secretary of each Credit Party certifying the names and true signatures of the officers of such Person authorized to sign, on behalf of such Person, this Agreement, the Revolving Notes and each other Loan Document to which such Person is a party or by which it is bound.

Proceedings; Receipt of Documents. All requisite corporate action and proceedings in connection with the borrowings, the issuance of Letters of Credit and the execution and delivery of the Loan Documents, Documents shall be satisfactory in form and substance to the Agent and the Agent shall have received all information and copies of all documents, including, without limitation, records of requisite corporate action and proceedings, which the Agent may have requested in connection therewith, such documents where requested by the Agent to be certified by appropriate corporate Persons or governmental authorities. Without limiting the generality of the foregoing, the Agent shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender: (i) A copy of the certificate of incorporation of each Credit PartyBorrower, and all amendments thereto, certified (as of a date reasonably near the date of the initial financial accommodation to be made hereunderClosing Date) by the Secretary of State or other applicable official of each of their respective states or countries as being a true and correct copy thereof. (ii) Certified copies of the resolutions of the Board of Directors of each Credit Party Borrower approving this Agreement, the Notes, and each other Loan Document to which it is a party or by which it is bound, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and each other Loan Document. (iii) A copy of a certificate of the Secretary of State of each State where each Credit Party Borrower is doing business dated a date reasonably near the date of the initial financial accommodations to be made hereunderClosing Date, stating that each Credit Party, as the case may be, is duly qualified and in good standing as a foreign entity in such State. (iv) A certificate of each Credit Party Borrower signed on behalf of such Person by its chairman, president, any vice-president, treasurer, secretary or assistant secretary, certifying as to (A) the absence of any amendments to the charter of such Person since the date of the Secretary of State's (or other official's) certificate for such Person referred to above and (B) a true and correct copy of the by-laws bylaws of such Person as in effect on the date of the initial financial accommodations to be made hereunderClosing Date. (v) A certificate of the Secretary or an Assistant Secretary of each Credit Party Borrower certifying the names and true signatures of the officers of such Person authorized to sign, on behalf of such Person, this Agreement, the Revolving Notes and each other Loan Document to which such Person is a party or by which it is bound.

Proceedings; Receipt of Documents. All requisite corporate action and proceedings in connection with the borrowings, the issuance of Letters of Credit and the execution and delivery of the Loan Documents, Documents shall be satisfactory in form and substance to the Agent and the Agent shall have received all information and copies of all documents, including, without limitation, records of requisite corporate action and proceedings, which the Agent may have requested in connection therewith, such documents where requested by the Agent to be certified by appropriate corporate Persons or governmental authorities. Without limiting the generality of the foregoing, the Agent shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender: (i) A copy of the certificate of incorporation of each Credit Party, and all amendments thereto, certified (as of a date reasonably near the date of the initial financial accommodation to be made hereunderClosing Date) by the Secretary of State or other applicable official of each of their respective states or countries as being a true and correct copy thereof. (ii) Certified copies of the resolutions of the Board of Directors of each Credit Party approving this Agreement, the Notes, and each other Loan Document to which it is a party or by which it is bound, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and each other Loan Document. (iii) A copy of a certificate of the Secretary of State of each the State where each Credit Party is doing business organized dated a date reasonably near the date of the initial financial accommodations to be made hereunderClosing Date, stating that each Credit Party, as the case may be, is duly qualified and in good standing as a foreign entity in such State. (iv) A certificate of each Credit Party signed on behalf of such Person by its chairman, president, any vice-president, treasurer, secretary or assistant secretary, certifying as to (A) the absence of any amendments to the charter of such Person since the date of the Secretary of State's (or other official's) certificate for such Person referred to above and (B) a true and correct copy of the by-laws bylaws of such Person as in effect on the date of the initial financial accommodations to be made hereunderClosing Date. (v) A certificate of the Secretary or an Assistant Secretary of each Credit Party certifying the names and true signatures of the officers of such Person authorized to sign, on behalf of such Person, this Agreement, the Revolving Notes and each other Loan Document to which such Person is a party or by which it is bound. (vi) A fully executed Agreement and each Loan Document and such documents, instruments, agreements as the Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents. (vii) A fully executed Rolex Intercreditor Agreement and Receivables Intercreditor Agreement, in each case on terms and conditions acceptable to the Agent.

Proceedings; Receipt of Documents. All requisite corporate action and proceedings in connection with the borrowings, the issuance of Letters of Credit and the execution and delivery of the Loan Documents, Documents shall be satisfactory in form and substance to the Agent and the Agent shall have received all information and copies of all documents, including, without limitation, records of requisite corporate action and proceedings, which the Agent may have requested in connection therewith, such documents where requested by the Agent to be certified by appropriate corporate Persons or governmental authorities. Without limiting the generality of the foregoing, the Agent shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender: (i) A copy of the certificate of incorporation of each Credit Party, and all amendments thereto, certified (as of a date reasonably near the date of the initial financial accommodation to be made hereunderClosing Date) by the Secretary of State or other applicable official of each of their respective states or countries as being a true and correct copy thereof. (ii) Certified copies of the resolutions of the Board of Directors of each Credit Party approving this Agreement, the Notes, and each other Loan Document to which it is a party or by which it is bound, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and each other Loan Document. (iii) A copy of a certificate of the Secretary of State of each the State where each Credit Party is doing business organized dated a date reasonably near the date of the initial financial accommodations to be made hereunderClosing Date, stating that each Credit Party, as the case may be, is duly qualified and in good standing as a foreign entity in such State. (iv) A certificate of each Credit Party signed on behalf of such Person by its chairman, president, any vice-president, treasurer, secretary or assistant secretary, certifying as to (A) the absence of any amendments to the charter of such Person since the date of the Secretary of State's (or other official's) certificate for such Person referred to above and (B) a true and correct copy of the by-laws bylaws of such Person as in effect on the date of the initial financial accommodations to be made hereunderClosing Date. (v) A certificate of the Secretary or an Assistant Secretary of each Credit Party certifying the names and true signatures of the officers of such Person authorized to sign, on behalf of such Person, this Agreement, the Revolving Notes and each other Loan Document to which such Person is a party or by which it is bound.

Proceedings; Receipt of Documents. All requisite corporate action and proceedings in connection with the borrowings, the issuance of Letters of Credit borrowings and the execution and delivery of the Loan Documents, Documents and the issuance of the Letters of Credit shall be satisfactory in form and substance to the Agent Agent, and the Agent shall have received received, on or before Closing Date, all information and copies of all documents, including, without limitation, records of requisite corporate and/or partnership action and proceedings, which the Agent may have requested in connection therewith, such documents where requested by the Agent to be certified by appropriate corporate Persons or governmental authorities. Without limiting the generality of the foregoing, the Agent shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Agent (unless otherwise specified) and and, except for the Notes, in sufficient copies for each Lender: (ia) A a copy of the certificate of incorporation of each Credit PartyBorrower, and all amendments thereto, certified (as of a date reasonably near the date of the initial financial accommodation to be made hereunder) borrowing), by the Secretary of State or other applicable official of each the State of their respective states or countries Delaware as being a true and correct copy thereof. ; (iib) Certified a copy of the articles or certificate of incorporation, as the case may be, of each other Credit Party and all amendments thereto, in each case certified (as of a date reasonably near the date of the initial borrowing), by the Secretary of State of the state of formation or incorporation of each such Credit Party; (c) certified copies of the resolutions of the Board of Directors of each of Borrower and each Credit Party approving this Agreement, the Notes, and each other Loan Document to which it is a party or by which it is bound, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Notes, and each other Loan Document. ; (iiid) A a copy of a certificate of the Secretary of State of each State where each Credit Party is doing business listed on Schedule 9.15 hereto, dated a date reasonably near the date of the initial financial accommodations to be made hereunderAdvance, stating that Borrower and each Credit Party, as the case may be, is duly qualified and in good standing as a foreign entity in such State. ; (ive) A a certificate of each Credit Party signed on behalf of such Person by its chairman, president, any vice-president, treasurer, secretary or assistant secretaryan appropriate officer of such Person, certifying as to (Ai) the absence of any amendments to the charter of such Person since the date of the Secretary of State's (or other official's) certificate for such Person referred to above and above, (Bii) a true and correct copy of the by-laws bylaws of such Person as in effect on the date of the initial financial accommodations to be made hereunder. borrowing; (vf) A a certificate of the Secretary or an Assistant Secretary of each Credit Party certifying the names and true signatures of the officers of such Person authorized to sign, on behalf of such Person, this Agreement, the Revolving Notes and each other Loan Document Document, to which such Person is a party or by which it is bound; and (g) copies of the Subordinated Note Documents to be entered into on or about the Closing Date, which shall be satisfactory in form, scope and substance to the Agent, which shall be certified by an appropriate officer of Borrower to be true and complete in all respects.

Proceedings; Receipt of Documents. All requisite corporate action and proceedings in connection with the borrowings, the issuance of Letters of Credit borrowings and the execution and delivery of the Loan Documents, Amendment Documents shall be satisfactory in form and substance to the Agent and the Agent shall have received received, on or before the First Amendment Closing Date, all information and copies of all documents, including, without limitation, records of requisite corporate action and proceedings, which the Agent may have requested in connection therewith, such documents where requested by the Agent to be certified by appropriate corporate Persons or governmental authorities. Without limiting the generality of the foregoing, the Agent shall have received on or before the First Amendment Closing Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Agent (unless otherwise specified) and and, except for the Notes, in sufficient copies for each Lender: (i) A a copy of any amendments to the articles or certificate of incorporation incorporation, as the case may be, of each Credit PartyCompany, and all to the extent such amendments theretohave been effected subsequent to the Closing Date, in each case certified (as of a date reasonably near the date of the initial financial accommodation to be made hereunder) First Amendment Closing Date), by the Secretary of State or other applicable official of each of their respective states or countries Delaware as being a true and correct copy thereof. ; (ii) Certified a copy of any amendments to the bylaws of each Company, to the extent such amendments have been effected subsequent to the Closing Date; (iii) certified copies of the resolutions of the Board of Directors of each Credit Party Company approving this AgreementAmendment, the Notes, and each other Loan Amendment Document to which it is a party or by which it is bound, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes Notes, and each other Loan Amendment Document. ; (iiiiv) A a copy of a certificate of the Secretary of State of each State where each Credit Party is doing business listed on Schedule 8.15 of the Loan Agreement, dated a date reasonably near the date of the initial financial accommodations to be made hereunderFirst Amendment Closing Date, stating that Borrower and each Credit PartyCompany, as the case may be, is duly qualified and in good standing as a foreign entity in such State. ; (ivv) A a certificate of each Credit Party Company signed on behalf of such Person by its chairman, president, any vice-president, treasurer, secretary or assistant secretaryan appropriate officer of such Person, certifying as to (A) the absence of any amendments to the charter and the bylaws of such Person since the date of the Secretary of State's (or other official's) certificate for such Person referred to above Closing Date; and (Bvi) a true and correct copy of the by-laws of such Person as in effect on the date of the initial financial accommodations to be made hereunder. (v) A certificate of the Secretary or an Assistant Secretary of each Credit Party Company certifying the names and true signatures of the officers of such Person authorized to sign, on behalf of such Person, this AgreementAmendment, the Revolving Notes and each other Loan Document Document, to which such Person is a party or by which it is bound.