Other documents and evidence Sample Clauses
Other documents and evidence. (a) The Original Financial Statements of the Parent Guarantor.
(b) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid when due from the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid by the Borrower hereunder).
(c) Any and all information and documents required and requested in advance by each of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance Party.
(d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurred:
(i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date;
(ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease;
(iii) the Lenders (or its counsel) shall have received the following:
(A) the Assurance Letter in the form agreed duly executed by all parties thereto;
(B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party;
(C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor;
(D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.
Other documents and evidence. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of this Agreement.
Other documents and evidence. (a) One signed original of the Parent Guarantee (signed by the Original Parent and the Successor Parent).
(b) An executed copy of each Fee Letter.
(c) Evidence that any process agent referred to in Clause 43.2 (Service of process), has accepted its appointment.
(d) A certificate of the Original Parent confirming the prevalent Ratings in respect of the Original Parent on the date of this Agreement.
(e) The latest annual consolidated audited and certified financial statements of the Original Parent.
(f) Evidence that the 2021 Facility has been, or will have been, on or by the first Utilisation Date, unconditionally and irrevocably prepaid or repaid and cancelled in full.
(g) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 13 (Fees) and Clause 18 (Costs and expenses) have been paid or will be paid by the first Utilisation Date.
(h) A copy of any other document, authorisation, opinion or assurance reasonably requested by the Agent. Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) U-34:00 p.m. Paris time Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders' participation) U-3 Term SOFR Reference Rate is fixed As set out in the applicable SOFR Rate Terms Starting time for required notice period in respect of a voluntary cancellation (Clause 8.3 (Voluntary cancellation)) 4:00 p.m. Paris time Starting time for required notice period in respect of a voluntary prepayment (Clause 8.4 (Voluntary Prepayment of Loans)) 4:00 p.m. Paris time Interpolated Term SOFR is used as a fallback (Clause 12.1(a) (Unavailability of Term SOFR)) As set out in the applicable SOFR Rate Terms Shortened Interest Period for Term SOFR is used as a fallback (Clause 12.1(b) Unavailability of Term SOFR)) As set out in the applicable SOFR Rate Terms "U" = date of utilisation "U - X" = X Business Days prior to date of utilisation Additional Business Days: An RFR Banking Day.
Other documents and evidence. Evidence that any process agent referred to in Clause 51.2 (Service of process), if not an Obligor, has accepted its appointment.
Other documents and evidence. 6.1 Evidence that any process agent referred to in clause 34.2 (Service of process), if not an Obligor, has accepted its appointment.
6.2 A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Parent accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.
Other documents and evidence. (a) Evidence that any process agent referred to in clause 45.2 (Service of process), if not an Original Obligor, has accepted its appointment.
(b) Evidence that the fees, costs and expenses then due from the Company pursuant to clause 7.4 (Repayment of Ancillary Facility), clause 16 (Fees) and clause 21 (Costs and expenses) payable before the Closing Date have been paid and fees payable on the Closing Date have or will be paid on the Closing Date.
(c) A certificate from a director of the Company specifying each member of the Group (assuming the Closing Date has occurred) which is a Dormant Subsidiary as at the Closing Date together with certified copies (certified by such director to be a true copy) of the last audited accounts of each such Dormant Subsidiary.
(d) A certificate from a director of the Company certifying that:
(i) the Note Documents are in full force and effect;
(ii) a utilisation request requesting the utilisation of the full amount of the Notes on or before the Closing Date has been issued by the Company and each of the conditions precedent to such utilisation specified in clause 4 of the note purchase agreement set out in limb (a) of the definition of Note Documents have been satisfied (other than utilisation of the Facility);
(iii) as a result of the Notes referred at paragraph 6(d)(ii) above the Company has the sum of £[figure to be set out in officer’s certificate to be sufficient to repay Existing Notes and ABL Facility in full] available to it: Notes [figure to be set out in officer’s certificate] [ ] [figure to be set out in officer’s certificate]
(iv) the sum of £[figure to be set out in officer’s certificate to be sufficient to repay Existing Notes and ABL Facility in full] has been applied or will, simultaneously with the first Loan under this Agreement be applied to repay the Existing Notes and the ABL Facility in full.
(e) A certificate from a director of the Company detailing the estimated Transaction Costs.
(f) Utilisation Requests relating to any Utilisations to be made on the Closing Date.
(i) Such release documents as are necessary to discharge and release all existing Security granted by each member of the Group other than Security falling within limbs (a)-(g) of the definition of Permitted Security.
(ii) Releases in agreed form of any existing liens appearing on the results of the Uniform Commercial Code searches referred to in paragraph 1(l) above that do not constitute Permitted Security.
(h) A certificate of the Compa...
Other documents and evidence. (a) The Group Structure Chart which shows the Group as at the Signing Date.
(b) A copy, certified by an authorised signatory of the Company to be a true copy, of the Original Financial Statements of each Original Obligor.
(c) A copy, certified by an authorised signatory of the Company to be a true copy of the Base Case Model.
(d) Evidence that the fees, costs and expenses then due from the Company pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been or will be paid on the Signing Date.
(e) Evidence that the Company has received commitments from the banks (including any commitments provided by the Mandated Lead Arrangers (or their Affiliates)), to provide the RCF Facility in an aggregate amount of not less than Euro 209,000,000 and having a termination date of no earlier than 31 May 2012.
(f) A certificate from the Company duly executed by an authorised signatory setting out the name and relevant details of each Material Subsidiary and for each Excluded Subsidiary:
(i) the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA, as defined in Clause 20 (Financial Covenants)) of such Excluded Subsidiary as a percentage of the consolidated EBITDA (as defined in Clause 20 (Financial Covenants) of the Group; and
(ii) the gross assets of such Excluded Subsidiary as a percentage of the consolidated gross assets of the Group.
(g) “Know your customer” documentations and checks in respect of the Company (including, if necessary, the directors and shareholders thereof) and the Obligors.
(h) Either:
(i) (A) evidence of an additional Euro 150,000,000 (or its equivalent in any other currency or currencies) being made available after 31 March 2009 to the Group by way of receivables securitisation and other long term financing; and
Other documents and evidence. (a) Evidence that any agent for service of process referred to in Clause 38.2 (Service of process) has accepted its appointment.
(b) The Original Financial Statements together with the latest audited financial statements of Gold Fields Limited.
(c) Evidence that the fees, costs and expenses then due from the Parent pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by the initial Utilisation Date.
(d) A copy of the approval of the Financial Surveillance Department of the South African Reserve Bank confirming that Gold Fields Limited, GFI Mining South Africa (Proprietary) Limited and Gold Fields Operations Limited may enter into and provide the guarantee as contemplated by this Agreement and that the Original Borrowers may enter into and implement the provisions of this Agreement. If such approval is granted conditionally, this condition precedent shall not be considered to have been fulfilled, unless both the Lenders and the Original Borrowers acknowledge in writing to each other that such conditions are acceptable.
(e) A copy of any authorisation or consent (to include any relevant corporate, regulatory and shareholder consent) which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of any Finance Document.
(f) Evidence that all amounts outstanding under the Existing Facility have been or will be repaid and cancelled in full on or before the first Utilisation Date.
Other documents and evidence. (a) Evidence that the process agent referred to in Clause 39.2 (Service of process) has accepted its appointment;
(b) a copy of any other Authorisation or other document, opinion (of Lenders’ counsel) or assurance which the Agent reasonably considers to be necessary (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document;
(c) the Original Financial Statements;
(d) evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by the proposed Utilisation Date;
(e) the Group Structure Chart;
(f) a copy of all applicable Acquisition Documents;
(g) evidence that the Acquisition Closing Date has occurred and no material conditions have been waived or consents given under the Acquisition Documents;
(h) copies of all applicable Broadcasting Licences of the Target Group;
(i) certificate of closing indebtedness and disclosure schedule in relation to the Acquisition;
(j) evidence, based on the Group’s annual forecast (in the form and substance satisfactory to the Agent), that the Group does not breach any Financial Covenant on a pro forma basis for the next four succeeding test dates;
(k) copies of the latest annual audited financial statements of each Russian Obligor (if applicable) and the 2007 audited financial statements of the Target Group (if available);
(l) copies of the latest available financial statements of each Russian Obligor prepared in accordance with RAS;
(m) extract from the Unified State Register Of Legal Entities in relation to each Russian Obligor issued by the competent tax authority no earlier than 30 days prior to the date of each of the Finance Documents;
(n) an extract from the share register of the Borrower; and
(o) such other documents or evidence as the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly).
Other documents and evidence. (a) An executed copy of each of the Debenture Documents (other than the Debenture Certificate).
(b) A certificate dated the Closing Date and signed by a Director of the Issuer confirming the matters specified in Clauses 4.1(a)(iii), 4.1(a)(iv), and 4.1(a)(v) (Conditions Precedent to Closing) of this Agreement.
(c) A certificate of good standing or the equivalent dated within three Business Days of the Closing Date, in respect of the Issuer and each of the Material Subsidiaries.
(d) A certificate of the transfer agent of the Issuer certifying: (i) that it has been duly appointed as the transfer agent and registrar for the Shares; and (ii) the issued and outstanding Shares.
(e) Copies of correspondence received from the Stock Exchange indicating that the Issuer has obtained all necessary approvals for the Shares to be listed on the Stock Exchange, subject only to the satisfaction by the Issuer of such customary and standard post-closing conditions imposed by the Stock Exchange in similar circumstances.
(f) A copy of any other authorisation or other document, opinion or assurance which the Debentureholder considers (in good faith) to be necessary (if it has notified the Issuer accordingly within a reasonable time prior to the Closing Date) in connection with the entry into and performance of the transactions contemplated by any Debenture Document or for the validity and enforceability of any Debenture Document.
(g) The satisfaction of all of the Debentureholder’s necessary “know your customer” and/or other similar checks under its internal requirements and Applicable Laws and regulations in relation to this Agreement, the Debentures and the transactions contemplated thereby and the Issuer has provided all such relevant information in relation thereto.
(h) A written acceptance of the process agent mentioned in Clause 23.3 (Service of Process) of its appointment as set out in that Clause.
(i) A group structure chart of the Issuer and its Subsidiaries. Schedule 3 Form of Debenture Certificate [ ] Schedule 4 Form of Transfer and Accession Deed