Additional Issuers Sample Clauses
The 'Additional Issuers' clause allows for parties other than the original issuer to be added as issuers under the agreement. This typically means that if a company has subsidiaries or affiliates, those entities can also become responsible for obligations such as debt repayment or compliance with covenants. By enabling the inclusion of additional issuers, this clause ensures that the agreement can flexibly accommodate changes in corporate structure or financing needs, thereby providing greater assurance to counterparties and addressing the risk of limited recourse to a single entity.
Additional Issuers. (a) COMPANY may issue separate PURCHASE ORDERS, or where COMPANY is an AFFILIATE of Royal Dutch Shell plc, then AFFILIATES of COMPANY and OTHER PERMITTED BUYERS in CONTRACTOR’s jurisdiction may also issue PURCHASE ORDERS for SCOPE in their own name.
(b) “COMPANY”, wherever used in a PURCHASE ORDER issued under this CONTRACT is intended to refer to the party that issued the PURCHASE ORDER. That PERSON is the “party” to that PURCHASE ORDER. SHELL, its AFFILIATES, and OTHER PERMITTED BUYERS which did not issue the PURCHASE ORDER, will have no liability for that PURCHASE ORDER. In accepting PURCHASE ORDERS, CONTRACTOR agrees to release those other PERSONS and look solely to the PERSON that issued the PURCHASE ORDER.
Additional Issuers. Parent may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed) and such Lender, designate one or more additional Lenders to act as an Issuer under the terms of this Agreement, subject to reporting requirements reasonably satisfactory to the Administrative Agent with respect to issuances, amendments, extensions and terminations of Letters of Credit by such additional Issuer. Any Lender designated as an issuing bank pursuant to this paragraph (j) shall be set forth in an updated Schedule IV.B and be deemed to be an “Issuer” (in addition to being a Lender) in respect of Letters of Credit issued or to be issued by such Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to such Issuer and such Lender.
Additional Issuers. (i) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate a Tranche 1 Lender hereunder as an additional L/C Issuer (upon obtaining such Tranche 1 Lender’s prior consent thereto) or replace a previously designated L/C Issuer by designating another Tranche 1 Lender as L/C Issuer (provided that there are no outstanding Letters of Credit issued by, or L/C Obligations owing to, the L/C Issuer to be replaced); provided that at no time shall there be more than four L/C Issuers hereunder. Any such designation shall be subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld). The Administrative Agent will promptly notify the Company and the Tranche 1 Lenders of any designation and approval of an additional L/C Issuer, and of the amount of any Issuer Sublimit of such L/C Issuer. Upon any such approval of a L/C Issuer by the Administrative Agent and delivery by such L/C Issuer to the Administrative Agent of such contact and other information regarding such L/C Issuer as the Administrative Agent shall reasonably request, such Tranche 1 Lender shall be a L/C Issuer for all purposes of this Agreement, and references to the L/C Issuers shall mean and include such Tranche 1 Lender in its capacity as L/C Issuer.
(ii) Any such additional L/C Issuer, and any existing L/C Issuer (other than Bank of America), shall be entitled to specify from time to time any U.S. Dollar limit on the stated amount of Letters of Credit permitted to be outstanding from such Issuer at any time (an “Issuer Sublimit”).
(iii) If any L/C Issuer shall issue any Letter of Credit, or amend any Letter of Credit (if the effect thereof is to increase the stated amount of such Letter of Credit), without obtaining prior consent from the Administrative Agent (as provided in Section 2.03(a)(ii)), or if any L/C Issuer shall permit the extension of an Auto-Extension Letter of Credit without giving timely prior notice to the Administrative Agent or when such extension is not permitted hereunder (as provided in Section 2.03(a)(iii)), such Letter of Credit (in the case of any such amendment, to the extent of the increased stated amount thereof) (A) shall for all purposes be deemed to have been issued by such L/C Issuer solely for its own account and risk, and (B) shall not be considered a Letter of Cre...
Additional Issuers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), the Company may request that any of its wholly owned Subsidiaries becomes an Additional Issuer. That Subsidiary shall become an Issuer under a Facility if:
(i) all the Noteholders under the relevant Facility approve the addition of that Subsidiary as an Issuer;
(ii) the Company and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed;
(iii) the Subsidiary is (or becomes) a Guarantor prior to (or simultaneously with) becoming an Issuer; and
(iv) the Agent has received all of the documents and other evidence listed in Part 2 (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent) in relation to that Additional Issuer, each in form and substance satisfactory to the Agent (acting reasonably). |EU-DOCS\34803319.2||
(b) The Agent shall notify the Company and the Noteholders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent).
Additional Issuers. (a) Subject to compliance with any applicable “know your customer” and anti-money laundering rules and regulations reasonably requested by any Purchaser, the Company may request that the Company or any other Note Party that is not an Issuer and that is approved by the Administrative Agent (on the instructions of the Required Purchasers) become an Issuer, subject to:
(i) delivery of an Officer’s Certificate of the proposed additional Issuer, certifying:
(A) attached to such certificate is a correct and complete copy of resolutions duly adopted by the board of directors, member(s), partner(s) or other authorized governing body of such Person (as applicable) authorizing such Person to become an additional Issuer pursuant to the Agreement, and that such resolutions or other evidence of authority have not been modified, rescinded or amended and are in full force and effect;
(B) that the certificate of incorporation, certificate of formation, charter or other Organizational Documents (as the case may be) referred to in Section 4.01(ii)(A) below for such Person has not been amended since the date of the certification furnished pursuant to Section 4.01(ii) below; and
(ii) No Default or Event of Default shall have occurred and be then continuing.
(b) The Administrative Agent shall notify the Company and the Purchasers promptly upon being satisfied that the conditions specified in clause (a) above are satisfied (or waived by the Administrative Agent and the Purchasers in their sole discretion in accordance with Section 10.02), and the designation of the additional Issuer shall thereupon be effective.
Additional Issuers. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.6 (“Know your customer” checks), the Company may request that any member of the Group becomes an Additional Issuer (other than in relation to Series B, in respect of which the Original Issuer may be the only Issuer), that Subsidiary shall become an Issuer if:
(i) it is:
(A) incorporated in or established (as applicable) under the laws of the same jurisdiction as an existing Issuer under that Series; or
(B) in respect of an Incremental Series, incorporated in any jurisdiction approved by the relevant Incremental Series Noteholders (acting reasonably) participating in the applicable Incremental Series; and
(C) otherwise approved by all of the Noteholders (each acting reasonably) with a Commitment under the applicable Series in respect of which it will become an Issuer;
(ii) the Company and that S▇▇▇▇▇▇▇▇▇ deliver to the Agent a duly completed and executed Accession Deed;
(iii) the Subsidiary is (or becomes) a Guarantor on or prior to becoming an Issuer; and
(iv) the Agent has received (or waived its right to receive) all of the documents and other evidence listed in Part 2 of Schedule 2 (Conditions precedent) in relation to that Additional Issuer, each in form and substance satisfactory to the Agent (acting reasonably) (unless such document or other evidence is not required to be in form and substance satisfactory to the Agent) and only on the instructions of the applicable Majority Noteholders (acting reasonably)) or receipt of such documents and evidence has been waived by the Agent (acting reasonably and only on the instructions of the applicable Majority Noteholders participating in the relevant Series to which it will be an Issuer under, each, acting reasonably).
(b) The Agent shall notify the Company and the Noteholders promptly upon being satisfied that it has received (in form and substance satisfactory to it) (or waived its right to receive) all the documents and other evidence listed in Part 2 of Schedule 2 (Conditions precedent).
(c) Other than to the extent that the Majority Noteholders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Noteholders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.
(d) Upon the Agent’s confirmation to the Company t...
Additional Issuers. (a) AFFILIATES of COMPANY may issue PURCHASE ORDERS for SCOPE in their own name. For PURCHASE ORDERS issued by AFFILIATES of COMPANY, references to “COMPANY” in this CONTRACT will refer to the issuer of the PURCHASE ORDER. Only the issuer of the PURCHASE ORDER will have any liability in connection with that PURCHASE ORDER.
Additional Issuers. Pursuant to the Loan Agreement, the Borrower is required to pledge all REO Subsidiary Pledged Stock of each REO Subsidiary that was not in existence when this Pledge Agreement was executed and delivered. Upon the formation of any such REO Subsidiary, the Borrower shall execute and deliver a Supplement to this Pledge Agreement, substantially in the form of Exhibit B attached hereto, together with all certificates and stock or transfer powers relating to such REO Subsidiary Pledged Stock, and thereupon (i) each such REO Subsidiary shall constitute an additional Issuer for all purposes hereof (collectively, the “Additional Issuers”), (ii) Schedule I hereto shall be deemed supplemented to include such REO Subsidiary Pledged Stock, and (iii) the Borrower shall be deemed to represent and warrant all of the representations and warranties set forth in this Pledge Agreement, as so supplemented, as of the date of such Supplement.