Other Documents and Evidence Sample Clauses

Other Documents and Evidence. 1.Evidence that any process agent referred to in Clause 47.1(a) (Service of process) has accepted its appointment.2.A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.3.The Original Financial Statements.4.The original of any mandates or other documents required in connection with the opening or operation of the Accounts.5.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 Utilisation Date.6.Such evidence as the Facility Agent may require for the Finance Parties to be able to satisfy each of their "know your customer" or similar identification procedures in relation to the transactions contemplated by the Finance Documents. PART B
Other Documents and Evidence. A copy of any other Authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary or desirable (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.
Other Documents and Evidence. 3.1 Evidence that any process agent referred to in Clause 36.2 (Service of process) has accepted its appointment. 3.2 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 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. 3.3 The Original Financial Statements. 3.4 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 first Utilisation Date. 3.5 The Information Memorandum. 3.6 A copy of the Telecommunications Licence. 3.7 Evidence that the Borrower has appointed legal advisers in Israel to prepare the prospectus required under Israeli law to register its local bonds as public bonds. Schedule 3Requests
Other Documents and Evidence. 3.1 A copy of any other authorization or other document, opinion or assurance which the Issuer considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transaction contemplated by this Agreement or for the validity and enforceability of this Agreement. 3.2
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. 6.3 The Original Financial Statements. 6.4 Evidence that the fees, costs and expenses then due from the Parent pursuant to clause 9.1 (Placement Fee) and clause 14 (Costs and expenses) have been paid or will be paid. 6.5 A funds flow statement demonstrating how the Acquisition is to be funded. PART II CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL GUARANTOR 1 An Accession Letter, duly executed by the Additional Guarantor and the Parent. 2 A copy of the constitutional documents of the Additional Guarantor. 3 A copy of a resolution of the board of directors of the Additional Guarantor: 3.1 approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter; 3.2 authorising a specified person or persons to execute the Accession Letter on its behalf; and 3.3 authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents. 4 A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5 If required under the laws of the jurisdiction of incorporation of the Additional Guarantor, or to enable the legal opinion in paragraph 10 below, a copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party. 6 A certificate of a director of the Additional Guarantor confirming that no limit on giving guarantees binding on it will be exceeded by it becoming a Guarantor.
Other Documents and Evidence. 4.1 A copy of any other Authorisation or other document, opinion or assurance which the Agent notifies the Parent is necessary or desirable 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. 4.2 Any information and evidence in respect of any Obligor required by any Finance Party to enable it to be satisfied with the results of all “know your customer” or other checks which it is required to carry out in relation to such person. 4.3 A certificate of the Parent (signed by a director) certifying that all necessary or desirable Authorisations from any governmental authority or other regulatory body in connection with the entry into and performance of the transactions contemplated by any Finance Document (or for the validity or enforceability of any of those documents) have been obtained and are in full force and effect together with certified copies of those obtained. 4.4 Evidence that all fees, costs and expenses have been paid or will be paid by the Effective Date. SCHEDULE 4 Restated Facility Agreement U.S.$665,000,000 Revolving Credit Facility Agreement Enstar Group Limited and certain of its Subsidiaries and National Australia Bank Limited (ABN 12 004 044 9371) Barclays Bank PLC Royal Bank of Canada and
Other Documents and Evidence. 4.1Evidence that the Borrower is in compliance with the required security cover in accordance with clause 15.1 (Security cover) of the Loan Agreement as amended by this Agreement. 4.2A copy of any other consent, authorisation, approval or other document, opinion or assurance which the Lender considers to be necessary or desirable (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 any Finance Document as amended and supplemented by this Agreement. 4.3Evidence that the fee due from the Borrower pursuant to Clause 6.1 (Waiver) of this Agreement has been paid on or prior to the date of this Agreement and any other costs and expenses then due from the Borrower against issued invoices pursuant to Clause 6 (Costs and Expenses) of this Agreement have been paid or will be paid by the Effective Date. 5.3Evidence that the agent referred to in Clause 10.2 (Service of process) of this Agreement has accepted its appointment as agent for service of process under this Agreement. Exhibit 4.46 SCHEDULE 2 Form of Marshall Islands Mortgage Addendum m.v. "[l]"SECOND ADDENDUM TO FIRST PREFERRED MARSHALL ISLANDS MORTGAGETHIS SECOND ADDENDUM made on the day of [l] 2016BETWEEN:(1)SBI [l] SHIPPING COMPANY LIMITED, a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the "Owner", which expression shall include its successors and permitted assigns); and(2)NIBC BANK N.V., acting through its office at Carnegieplein 4, 2517 KJ, The Hague, The Netherlands (the "Security Trustee", which expression includes its successors and assigns).IS SUPPLEMENTAL to a first preferred Marshall Islands ship mortgage dated [l] over m.v. "[l]" having Official No. [l] (the "Ship"), executed by the Owner in favour of the Security Trustee duly recorded in the Central Office of the Maritime Administrator of the Republic of the Marshall Islands on [l] at [l] A.M., [l] at the Authority of the Government of the Republic of the Marshall Islands in London, in Book [l] at Page [l] as supplemented by a first mortgage addendum dated [l] 2016 recorded at the office of the Maritime Administrator of the Republic of the Marshall Islands on [l] at [l] A.M., [l] at the central office of the Maritime Administrator in New York in Book [l] at Page [l] (the "Mortgage").WHEREAS:
Other Documents and Evidence. 4.1Process agent Evidence that any process agent appointed pursuant to Clause 7 has accepted its appointment.4.2Fees, costs and expenses The Fee Letter(s) and evidence that any documented costs and expenses due from the Borrower under Clause 6 of this Amendment Agreement have been paid or will be paid promptly on being demanded.
Other Documents and Evidence. Evidence that all amounts outstanding under the Original RCF Agreement have been, or will be, prepaid in full and all commitments under the Original RCF Agreement have been, or will be, cancelled in full, in each case, on or prior to, the first Utilisation Date.
Other Documents and Evidence. 22. Evidence of the opening of the Debt Service Reserve Account and Mandatory Prepayment Account. 23. Acceptable arrangements as to the Motorola litigation (including evidence of court filing and any other conditions to the effectiveness of the Motorola Settlement Agreements or the Motorola IP Rights Agreement). 24. Evidence that fees and expenses then due and payable by the Obligors under this Agreement have been paid (or will be paid simultaneously with the initial Utilisation). 25. An original of the Joint Interest Mandate duly executed by the parties thereto. 26. Evidence of the appointment of the Technical Adviser. 27. An update of the Technical Report from the Technical Adviser. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 28. A copy of any other authorisation or other document, opinion or assurance which the COFACE Agent has notified the Borrower is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, any Finance Document or for the validity and enforceability of any Finance Document. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. PART 2 CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL