Subsidiary Documents. Each Guarantor of Payment shall have executed and delivered to the Administrative Agent (i) a Guaranty of Payment, in form and substance satisfactory to the Administrative Agent, and (ii) a Security Agreement and such other documents or instruments, as may be required by the Administrative Agent to create or perfect the Liens of the Administrative Agent in the assets of such Guarantor of Payment, all to be in form and substance satisfactory to the Administrative Agent.
Subsidiary Documents. (i) On or before the Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following for each of its Subsidiaries (other than AmeriComm Holdings and each of its Subsidiaries), each unless otherwise noted, dated a recent date prior to their delivery to Lenders:
(a) a certificate of its corporate secretary or an assistant secretary to the effect that there have been no (x) amendments to its Certificate of Incorporation or Bylaws after the Closing Date and (y) changes after the Closing Date in the incumbency of its officers;
(b) resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of the Acknowledgement and Consent, certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment;
(c) a good standing certificate from the Secretary of State of the State of its jurisdiction of incorporation, dated a recent date prior to the Effective Date;
(d) executed originals of the Acknowledgement and Consent and (to the extent not previously executed and delivered to Lenders) the other Loan Documents to which it is a party; and
(e) such other documents as Administrative Agent may reasonably request.
(ii) On or before the Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following for AmeriComm Holdings and each of its Subsidiaries, each, unless otherwise noted, dated the Closing Date:
(a) Certified copies of the Certificate or Articles of Incorporation of such Subsidiary, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which it is qualified as a foreign corporation to do business, each dated a recent date prior to the Effective Date;
(b) Copies of the Bylaws of such Subsidiary, certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment;
(c) Resolutions of the Board of Directors of such Subsidiary approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty, the Pledge Agreement, the Security Agreement and th...
Subsidiary Documents. On or before the Closing Date, the Company shall deliver or cause to be delivered to the Administrative Agent for the Lenders the following for each Subsidiary of the Company that is a Loan Party (which may be waived by the Administrative Agent for any Subsidiary with respect to the items described in clause (i) below), each, unless otherwise noted, dated the Closing Date:
(i) Certified copies of the Organizational Certificate, together with a good standing certificate from the applicable Governmental Authority of its jurisdiction of incorporation, organization or formation, and each state in which a Real Property Asset of such Subsidiary is located, each dated a recent date prior to the Closing Date;
(ii) Copies of the Organizational Documents of such Subsidiary, certified as of the Closing Date by its corporate secretary or an assistant secretary;
(iii) Copies of the Organizational Authorizations of such Subsidiary approving and authorizing the execution, delivery and performance of the Transaction Documents to which such Subsidiary is party that are to be delivered on the Closing Date, certified as of the Closing Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment;
(iv) Incumbency certificates of its officers executing the Subsidiary Guaranty and the other Transaction Documents to which such Subsidiary is party;
(v) Executed originals of the other Loan Documents to which such Subsidiary is party that are to be delivered on the Closing Date; and
(vi) Certified copies of each of the other Transaction Documents to which such Subsidiary is a party.
Subsidiary Documents. Each Subsidiary of the Company shall deliver to Parent and Merger Sub (a) a certificate, validly executed by a duly authorized officer, general partner or managing member of such Subsidiary, and dated as of the date of the Effective Time, certifying as to the terms and effectiveness of such Subsidiary's Charter Documents, and (b) certificates, issued not more than two days prior to the date of the Closing, (i) from the Secretary of State of the State of Oklahoma, evidencing that each Subsidiary is validly existing under the laws of such state, and (ii) from every jurisdiction where such Subsidiary is qualified, authorized, registered or licensed to do business as a foreign entity, as set forth in Section 3.1(a) of the COMPANY DISCLOSURE SCHEDULE, evidencing that such Subsidiary is qualified, authorized, registered or licensed to do business as a foreign entity in such jurisdiction.
Subsidiary Documents. The provisions of the Transmission Code apply subsidiary to the rights and obligations of the parties arising from this Framework Agreement. Swissgrid is entitled to declare the provisions of new editions of the Transmission Code as applicable in the implementation of this Framework Agreement subject to a period of notification of six months to the start of a given month. The latest version of the Transmission Code is available on the Swissgrid website (xxx.xxxxxxxxx.xx), where it can be viewed by the ASP. The following annexes form an integral part of this Framework Agreement: Annex 1: Conditions of tender Annex 2: Contacts The latest version of Annex 1 is published on the Swissgrid website (xxx.xxxxxxxxxXxxxxxxxx.xx), where it can be viewed by the ASP. In the event of discrepancies between the Framework Agreement and one of its annexes, the provisions of the respective annex shall prevail.
Subsidiary Documents. (a) The execution of each Security Agreement by the Subsidiary which is or, with respect to the Foreign Pledge Agreements, will be a party thereto and compliance by such Subsidiary with all of the provisions of such Security Agreement -
(i) are within the corporate powers of such Subsidiary;
(ii) will not violate any provisions of any law or any order of any court or governmental authority or agency and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under the Articles of Incorporation or By-laws of such Subsidiary or any indenture or other agreement or instrument to which such Subsidiary is a party or by which it may be bound or result in the imposition of any Liens or encumbrances on any property of such Subsidiary (other than as expressly provided therein); and
(iii) has been or, with respect to the Foreign Pledge Agreements, will be duly authorized by proper corporate action on the part of such Subsidiary (no action by the stockholders of such Subsidiary being required by law, by the Articles of Incorporation or By-laws of such Subsidiary or otherwise), and such Security Agreement has been or, with respect to the Foreign Pledge Agreements, will constitute the legal, valid and binding obligation, contract and agreement of such Subsidiary enforceable in accordance with its terms.
Subsidiary Documents. Section 3.2
Subsidiary Documents. On or before January 31, 2000, the Administrative Agent or the Lenders, as appropriate, shall have received each of the following, in form and substance satisfactory to the Administrative Agent and the Lenders:
(i) A loan certificate as to each direct or indirect Subsidiary of any Borrower (other than foreign Subsidiaries and iHigx.xxx, Xxc.) signed by an Authorized Signatory of such Subsidiary in substantially the form of Exhibit T attached hereto, including a certificate of incumbency with respect to each Authorized Signatory of such Subsidiary, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate or Articles of Incorporation or other organizational document of such Subsidiary certified to be true, complete and correct by the Secretary of State for the jurisdiction of such Subsidiary's organization, (B) a true, complete and correct copy of
Subsidiary Documents. Each Guarantor of Payment shall have executed and delivered to Lender (i) a Guaranty of Payment, in form and substance reasonably satisfactory to Lender, and (ii) a Security Agreement and such other documents or instruments, as may be reasonably required by Lender to create or perfect the Liens of Lender in the assets of such Guarantor of Payment, all to be in form and substance reasonably satisfactory to Lender.
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