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. On or before the Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Chase Co-Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following for such Subsidiary (other than Union and its Subsidiaries) as specified, each, unless otherwise noted, dated the Effective Date:
(i) Certified copies of the Certificate of Incorporation (or equivalent organizational document) of each domestic corporate Wholly Owned Subsidiary of Company (or, in lieu thereof, a certificate of the corporate secretary of such Subsidiary certifying as of the Effective Date that its Certificate of Incorporation previously delivered to Existing Lenders is in full force and effect without modification or amendment), 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 (except any such other state or states in which failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect) (or, in lieu thereof, a certificate of the secretary of such Subsidiary certifying as of the Effective Date that such Subsidiary is in good standing in all such jurisdictions), each dated a recent date prior to the Effective Date;
(ii) Copies of the Bylaws of each such domestic corporate Wholly Owned Subsidiary of Company, certified as of the Effective Date by its corporate secretary, or an assistant secretary (or, in lieu thereof, a certificate of such secretary certifying as of the Effective Date that the Bylaws of such Subsidiary previously delivered to Existing Lenders are in full force and effect without modification or amendment);
(iii) Resolutions of the Board of Directors of each such domestic corporate Wholly Owned Subsidiary of Company approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement, the Trademark Security Agreement, the Limited Partnership Security Agreement (as applicable) and the other Loan Documents to which such Subsidiary is party and, in the case of Merger Sub, approving and authorizing the consummation of the Tender Offer and the Union Merger in the manner contemplated by the Union Acquisition Documents, certified as of the Effective Date by its corporate secretary or an assistant secretary as being i...
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. On or before the Restatement Date, the Company shall deliver or cause to be delivered to the Administrative Agent and the Requisite Lenders the following for each Subsidiary that is a Loan Party (which may be waived by the Requisite Lenders for any Subsidiary with respect to the items described in clause (i) below), each, unless otherwise noted, dated the Restatement Date:
(i) certified copies of its Organizational Certificate, together with a good standing certificate from the applicable Governmental Authority of its jurisdiction of incorporation, organization or formation, each state in which any of its Real Property Assets are located, and each other state in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Restatement Date;
(ii) copies of its Organizational Documents, certified as of the Restatement Date by its corporate secretary or an assistant secretary;
(iii) copies of its Organizational Authorizations approving and authorizing the execution, delivery and performance of the Guarantee Agreement and the other Transaction Documents to which it is party or by which it or its assets may be bound that are to be delivered on the Restatement Date, certified as of the Restatement 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 Guarantee Agreement and the other Transaction Documents to which it is a party as of the Restatement Date;
(v) executed originals of the Guarantee Agreement, as the case may be, and the other Loan Documents to which it is a party that are to be delivered on the Restatement Date;
(vi) certified copies of each of the other Transaction Documents to which it is a party that are to be delivered on the Restatement Date; and
(vii) such other documents as the Administrative Agent may reasonably request.
Subsidiary Documents. The provisions of Swissgrid in the AS interface manual shall find subsidiary application in the context of the execution of the rights and obligations of the parties under this Framework Agreement. Swissgrid shall be entitled to modify this document and to declare it decisive with a notification period of six months to the beginning of the month for the application of this Framework Agreement. Furthermore, the provisions of the Transmission Code and pre-qualification documentation shall find subsidiary application in the context of the application of the rights and obligations of the parties under this Framework Agreement. Swissgrid shall be entitled to declare the provisions of new versions of the Transmission Codes or the pre-qualification documentation decisive with a notification period of six months to the beginning of the month for the application of this Framework Agreement.
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. Relevant resolutions of the original shareholders of the Company approving this Agreement and the transactions under this Agreement, including their agreement to waive the right to subscribe for the additional registered capital on a preferential basis, written resolutions of the Shareholders’ Meeting and the Board of Directors approving the transaction, and the Articles of Association of the Company adjusted in accordance with this Investment Agreement as confirmed by the Shareholders’ Meeting of the Company.
Subsidiary Documents. Each Subsidiary of the Company shall -------------------- deliver to Public 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 Certificate of Incorporation and By-Laws and (b) certificates, issued not more than seven days prior to the date of the Closing, (i) from the Secretary of State of the State of Delaware, evidencing that each Subsidiary is validly existing under the laws of such state, (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 4.1(b) 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 and (c) bring down certificates or other reasonably reliable confirmation that each Subsidiary of the Company incorporated under the laws of Delaware is validly existing under the laws of Delaware as of the Closing Date.
Subsidiary Documents. 8 ERISA.............................16
Subsidiary Documents. Section 3.2
