Certain Documentation Sample Clauses

Certain Documentation. On or before the date on which the Administrative Agent becomes a party to this Agreement, the Administrative Agent shall deliver to the Borrower Representative whichever of the following is applicable: (i) if the Administrative Agent is a US Person, two executed copies of IRS Form W-9 certifying that such Administrative Agent is exempt from US federal backup withholding or (ii) if the Administrative Agent is not a US Person, (A) with respect to payments received for its own account, two executed copies of IRS Form W-8ECI and (ii) with respect to payments received on account of any Lender, two executed copies of IRS Form W-8IMY (together with all required accompanying documentation) certifying that the Administrative Agent is a US branch and may be treated as a US person for purposes of applicable US federal withholding Tax. At any time thereafter, the Administrative Agent shall provide updated documentation previously provided (or a successor form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request of the Borrower Representative. Notwithstanding anything to the contrary in this Section 2.17(j), the Administrative Agent shall not be required to provide any documentation that the Administrative Agent is not legally eligible to deliver as a result of a Change in Law after the Closing Date.

Certain Documentation. On or before the date the Purchaser Representative becomes a party to this Agreement, the Purchaser Representative shall deliver to Issuer whichever of the following is applicable: (i) if the Purchaser Representative is a “United States person” within the meaning of Section 7701(a)(30) of the Code, two executed original copies of IRS Form W-9 certifying that such Purchaser Representative is exempt from U.S. federal backup withholding or (ii) if the Purchaser Representative is not a “United States person” within the meaning of Section 7701(a)(30) of the Code, (A) with respect to payments received for its own account, two executed original copies of IRS Form W-8ECI and (B) with respect to payments received on account of any Purchaser, two executed original copies of IRS Form W-8IMY (together with all required accompanying documentation) certifying that the Purchaser Representative is a U.S. branch and may be treated as a United States person for purposes of applicable U.S. federal withholding Tax. At any time thereafter, the Purchaser Representative shall provide updated documentation previously provided (or a successor form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request of the Issuer. Notwithstanding anything to the contrary in this Section 2.20(j), the Purchaser Representative shall not be required to provide any documentation that the Purchaser Representative is not legally eligible to deliver as a result of a Change in Law after the Closing Date.

Certain Documentation. On or before the date JPMorgan becomes a party to this Agreement, it shall deliver to Borrower two executed copies of IRS Form W-9 certifying that it is exempt from U.S. federal backup withholding. At any time thereafter, JPMorgan shall provide updated documentation previously provided (or a successor form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request of the Borrower. Notwithstanding anything to the contrary in this Section 2.17(j), JPMorgan shall not be required to provide any documentation that JPMorgan is not legally eligible to deliver as a result of a Change in Law after the Closing Date.

Certain Documentation. The Transferor shall cause the Servicer to --------------------- maintain custody for the account of the Trust (to the extent of its interest therein) of any document evidencing or securing a Receivable and the related Contract.

Certain Documentation. On or prior to the Twelfth Amendment Effective Date, the Company shall have delivered to the Administrative Agent true and correct copies, certified as such by a financial officer of the Company, of the following documentation as then in effect (or, to the extent such documentation is not then in effect, the most recent drafts of the respective documentation): (i) the European Receivables Facility and all related documentation, (ii) the Exide Holding Senior Unsecured Notes Documents, (iii) the DETA Acquisition Documents and, to the extent then available to the Company, all documentation relating to any Indebtedness which is, or is expected to become, DETA Acquisition Assumed Indebtedness, (v) the Receivables Facility and (vi) the Exide European Refinancing Facility Agreement. On the Initial Tranche D Term Loan Borrowing Date, the Company shall have delivered to the Administrative Agent a certification to the effect that there have been no modifications or additions (including as a result of additional documentation being made available to the Company) to the documentation previously delivered pursuant to the immediately preceding sentence or, to the extent there have been any such modifications or additions, attaching true and correct copies of the relevant documents. All documentation delivered pursuant to this Section 6B.13 shall be required to be in form and substance reasonably satisfactory to the Required Banks and the Required Tranche D Banks. The acceptance of the proceeds of the Tranche D Term Loans shall constitute a representation and warranty by the Company to the Agents and each of the Banks that all the conditions specified in this Section 6B and Section 7 exist as of that time. All of the Tranche D Term Notes, certificates, legal opinions and other documents and papers referred to in this Section 6B and Section 7, unless otherwise specified, shall be delivered to the Administrative Agent at the Notice Office for the account of each of the Banks and, except for the Tranche D Term Notes, in sufficient counterparts for each of the Tranche D Banks and shall be in form and substance reasonably satisfactory to the Required Banks and the Required Tranche D Banks."

Certain Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent and the Banks, and (except for the Notes) in sufficient copies for each Bank: (i) this Agreement duly executed by the Borrower, the Guarantor, each Bank and the Administrative Agent; (ii) the Security Agreement and the Pledge Agreement, each duly executed by the Borrower, each other Loan Party, and the Administrative Agent; (iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the Borrower’s certificate of incorporation and by-laws, (B) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and any Notes and (C) that a true, correct and complete copy of the resolutions of the Borrower’s Board authorizing the transactions contemplated hereby is attached thereto and that such resolutions are in full force and effect; (iv) a certificate of the Secretary or an Assistant Secretary of the Guarantor certifying (A) the Guarantor’s certificate of incorporation and by-laws, (B) the names and true signatures of the officers of the Guarantor authorized to sign this Agreement and (C) that a true, correct and complete copy of the resolutions of the Guarantor’s Board authorizing the making and performance of this Agreement by the Guarantor is attached hereto and that such resolutions are in full force and effect; (v) a favorable opinion of (1) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, legal counsel for each of the Borrower and the Guarantors, (2) K&L Gates LLP, Illinois counsel the Guarantors, (3) Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Virginia counsel to the Borrower and the Guarantors and (4) ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.C., Tennessee counsel to the Borrower and the Guarantors, each dated the Effective Date, in form and substance reasonably acceptable to the Administrative Agent; (vi) certificates, telecopy confirmation or electronic transmission, in each case, as of a date reasonably close to the date hereof from the Secretary of State of the state of incorporation of each of the Borrower and the Guarantor as to the existence and good standing of the Borrower and the Guarantor, as applicable. (vii) Flood Insurance. (a) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; and (b) in the event any such property is located in an area identified by the Federal Em...

Certain Documentation. The Transferor shall hold for the account of the Trust (to the extent of its interest therein) any document evidencing or securing a Receivable and the related Contract, other than instruments (as such term is used in the WCC), if any, that shall have been delivered to the Trustee contemporaneously with the conveyance to the Trust hereunder. Such holding by the Transferor shall be in trust and shall be deemed to be the holding thereof by the Trustee for purposes of perfecting the Trust's rights therein as provided in the UCC.

Certain Documentation. Any and all Documentation, work product, notes, technical information, and other materials related to SyntraNet that are provided by or in the possession of Supplier personnel who become employed or engaged by Customer are included in the Documentation licensed under this Agreement.

Certain Documentation. From and after the date of this Agreement, the Company shall use reasonable best efforts to obtain the documentation listed in Schedule 9.13 of the Company Disclosure Letter.