Subsidiary Certificate. The US Borrower shall have delivered to the US Administrative Agent a closing certificate, which shall set forth (a) a correct and complete list of the name and relationship to Quiksilver of each and all of Quiksilver's Material Domestic Subsidiaries and Material Foreign Subsidiaries and of each Additional Domestic Guarantor, (b) the location of the chief executive office of Quiksilver, each Material Domestic Subsidiary and each Additional Domestic Guarantor and each other location where any of them have maintained their chief executive office in the past five years, (c) a true and complete listing of each class of each of Quiksilver's authorized Capital Stock, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on such closing certificate, and (d) the type of entity of Quiksilver, each of its Material Domestic Subsidiaries and each of the Additional Domestic Guarantors. With respect to each Loan Party, such closing certificate shall also set forth the employer or taxpayer identification number of each Loan Party and the organizational identification number issued by each Loan Party's jurisdiction of organization or a statement that no such number has been issued. Upon the satisfaction (in the good faith judgment of the US Administrative Agent) of the foregoing conditions, the US Administrative Agent shall notify the US Borrower and the Lenders of the satisfaction thereof, and such notice shall be conclusive and binding. Upon the receipt of such notice, the Lenders shall make available to the US Administrative Agent an amount equal to the Loan or Loans to be made by such Lender as contemplated in Section 2.1, and the US Administrative Agent shall use such funds to repay in full the outstanding principal amount of the Existing Loans under the Existing Credit Agreement (other than the Existing Loans of any Lender who has requested that all or a portion of the aggregate amount of the Existing Loans of such Lender be deemed to satisfy the funding requirement as contemplated by the second proviso in Section 2.1(a)), and the Effective Date shall be deemed to occur when such transfer has been made.
Subsidiary Certificate. The Canadian Borrower shall have delivered to the Canadian Administrative Agent a closing certificate which shall set forth (a) a correct and complete list of the name and relationship to Quiksilver of each all of Quiksilver's Canadian Subsidiaries, (b) the location of the chief executive office or domicile (within the meaning of the Quebec Civil Code) of the Canadian Subsidiaries and each other location where any of them have maintained their chief executive office or domicile (within the meaning of the Quebec Civil Code) in the past five years, and (c) the type of entity of each of the Canadian Subsidiaries. With respect to each Loan Party, such closing certificate shall also set forth the employer or tax identification number of each Loan Party and the organizational identification number issued by each Loan Party's jurisdiction of organization or a statement that no such number has been issued.
Subsidiary Certificate. A certificate of officers acceptable to Lender of each Subsidiary (other than an Obligor) of each Obligor certifying as to (A) if a corporation, no amendment to or restatement of its Articles of Incorporation since the Agreement Date and which have not otherwise been previously provided to Lender, (B) if a limited liability company, no amendment to or restatement of its Articles of Organizations (or similar organization and governance document) since the Agreement Date, (C) if a corporation, no amendment to or restatement of its By-Laws since the Agreement Date and which have not otherwise been previously provided to Lender, (D) if a limited liability company, no amendment to or restatement of its operating agreement (or similar organization and governance document) since the Agreement Date, and (E) if a Foreign Subsidiary (other than Mannequin), no amendment to or restatement of its organizational and governance documents since the Agreement Date.
Subsidiary Certificate. A certificate of officers acceptable to Administrative Agent of each Subsidiary (other than an Obligor or a RIC) of each Obligor certifying as to (i) if a corporation, an original certified copy of its Articles of Incorporation, certified as true, complete and correct as of a date not more than ten days prior to the Agreement Date by the appropriate authority of its state of incorporation, (ii) if a limited liability company, an original certified copy of its Articles of Organizations (or similar organization and governance document), certified as true, complete and correct as of a date not more than ten days prior to the Agreement Date by the appropriate authority of its state of organization, (iii) if a corporation, a copy of its By-Laws, as in effect on the Agreement Date, (iv) if a limited liability company, a copy of its operating agreement (or similar organization and governance document), as in effect on the Agreement Date, and (v) if a limited partnership, a copy of its partnership agreement (or similar organization or governance document), as in effect on the Agreement Date.
Subsidiary Certificate. A certificate of officers acceptable to Lender of each Subsidiary (other than an Obligor) of each Obligor certifying as to (i) if a corporation, an original certified copy of its Articles of Incorporation, certified as true, complete and correct as of a date acceptable to Lender by the appropriate authority of its state of incorporation, (ii) if a limited liability company, an original certified copy of its Articles of Organizations (or similar organization and governance document), certified as true, complete and correct as of a date acceptable to Lender by the appropriate authority of its state of organization, (iii) if a corporation, a copy of its By-Laws, as in effect on the Agreement Date, (iv) if a limited liability company, a copy of its operating agreement (or similar organization and governance document), as in effect on the Agreement Date, and (v) if a Foreign Subsidiary (other than Mannequin), an original certified copy of its organizational and governance documents, certified as true, complete and correct as of a date reasonably acceptable to Lender by the appropriate authority of the jurisdiction of organization (as to organization and governance documents filed with such authority) or an officer of such Foreign Subsidiary acceptable to Lender (as to organization and governance documents not filed with such authority), together with an English language translation, if applicable.
Subsidiary Certificate. The Borrower shall have delivered to the Agent a closing certificate, which shall set forth (a) a correct and complete list of the name and relationship to Quiksilver of each and all of Quiksilver's Material Domestic Subsidiaries and Material Foreign Subsidiaries and of each Additional Domestic Guarantor, (b) the location of the chief executive office of Quiksilver, each Material Domestic Subsidiary and each Additional Domestic Guarantor and each other location where any of them have maintained their chief executive office in the past five years, (c) a true and complete listing of each class of each of Quiksilver's authorized Capital Stock, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on such closing certificate, and (d) the type of entity of Quiksilver, each of its Material Domestic Subsidiaries and each of the Additional Domestic Guarantors. With respect to each Loan Party, such closing certificate shall also set forth the employer or taxpayer identification number of each Loan Party and the organizational identification number issued by each Loan Party's jurisdiction of organization or a statement that no such number has been issued.
