Other documents and evidence Sample Clauses

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. 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. 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. (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) A copy of any other Authorisation or other document, opinion or assurance required by the Agent 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. 4.1 The Note Subscription Agreement and each of the other Note Documents duly executed by the parties thereto. 4.2 The Initial Group Structure Chart. 4.3 The Initial Information Package. 4.4 The agreed form for the Initial Utilisation Request. 4.5 A copy, certified by an authorised signatory of the Borrower to be a true copy, of the Original Financial Statements of each Original Obligor (other than the Parent). 4.6 A certificate of the Borrower confirming the aggregate PC EBITDA of the Original Guarantors as a percentage of Adjusted Group EBITDA as at the most recent reporting date. 4.7 Evidence that each of the following Transaction Accounts has been opened: Account designation: Distributions Account Holding Account Account name: [***] [***] Account type: [***] [***] Account sort code: [***] [***] Account number: [***] [***] Account Bank name: [***] [***] Account Bank address: [***] [***] 4.8 Evidence that the Agent and the Security Agent have been granted electronic or other satisfactory access to each Transaction Account as required under clause 11.5 (Account information) of the Intercreditor Agreement. 4.9 In respect of each Charged Group Company, the Parent and the Borrower, either: (a) a certificate of an authorised signatory of the Borrower and the Parent certifying that: (i) the Parent and each Group Company has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the Act from that Charged Group Company or the Borrower; and (ii) no "warning notice" or "restrictions notice" (in each case as defined in Schedule 1B of the Act) has been issued in respect of those shares, together with a copy of the "PSC register" (within the meaning of section 790C(10) of the Act) of that Charged Group Company, the Borrower and the Parent, which is certified by an authorised signatory of the Borrower and the Parent to be correct, complete and not amended or superseded as at a date no earlier than the date of this Agreement; or (b) a certificate of an authorised signatory of the Borrower and the Parent certifying that such Charged Group Company, the Borrower and the Parent is not required to comply with Part 21A of the Act. 4.10 Confirmation from the Agent that it and each of the Original Lenders has satisfactorily completed its “know your customer” checks and any other legal or regulatory checks in relation to the parties to the Transaction Documents and the Facilities. 4.11 A copy of any other Authorisation or other document, ...

Other documents and evidence. (a) Evidence that any process agent referred to in Clause 40.2 (Service of Process) (and any other equivalent provision in the other Finance Documents) has accepted its appointment. (b) A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary 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) Copies of the following financial statements: (i) the annual audited financial statements issued by the Borrower for the financial year ended 31 December 2008; and (ii) the unaudited financial statements issued by the Borrower for the period ended 31 March 2009. (d) Evidence that fees, costs and expenses as at the date of the first Utilisation due from the Borrower pursuant to the Finance Documents have been paid or will be paid by the first Utilisation Date. (e) Evidence that the Borrower has purchased the Interest Rate Cap Agreements with each Original Lender in proportion to its Commitment. (f) Evidence of the conversion of not less than US$78,200,000 of the 5.75% Notes. (g) [Intentionally Omitted]. (h) [Intentionally Omitted] (i) [Intentionally Omitted]. Schedule 3 Utilisation Request From: [Borrower] To: [COFACE Agent] Cc: [the Supplier] / [the Launch Services Provider] Dated: [●] Dear Sirs, 1. We refer to the Agreement. This is a Utilisation Request for a [disbursement] / [reimbursement]. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a [Facility A] / [Facility B] Loan on the following terms: Proposed Utilisation Date: [●] (or, if that is not a Business Day, the next Business Day) Amount: [[●] [[Dollars] (US$[●])] or, if less, the Available Facility Interest Period: Six (6) Months Use of Proceeds: [US$[●] payable to Thales Alenia Space France for payment of the Invoice dated [●] in relation to the Satellite Construction Contract.] [US$[●] payable to Arianespace for payment of the Invoice dated [●] in relation to the Launch Services Contract.] [US$[●] payable to the Borrower as reimbursement for payment to the Supplier and to the Launch Services Provider in relation to part of the Eligible Amount according to the Invoices separately provided to the COFACE Agent.] [[Dollars] (US$[●]) payable to the COFACE Agent for payment of the COFACE Insurance Premia.] 3. We confirm...

Other documents and evidence. (a) Evidence that any process agent referred to in Clause 41.2 (Service of process) has accepted its appointment. (b) 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 Italian Borrower accordingly, no later than 5 Business Days before the first Utilisation Date) 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 Borrowers on or prior to the first Utilisation Date pursuant to Clause 12 (Fees) and Clause 17 (Costs and expenses) have been paid or will be paid by the first Utilisation Date. (e) Evidence that the whole of the Commitments under Facility C made available under the multicurrency term and revolving facilities agreement dated 3 June 2004 (as amended and restated) has been or will, on or before the first Utilisation Date, be prepaid (if and to the extent it has be utilised) and/or cancelled in full. PART I UTILISATION REQUEST Luxottica Group S.p.A. and Luxottica U.S. Holdings Corp. — €500,000,000 dated [ ] 2012 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [·] (or, if that is not a Business Day, the next Business Day) Currency of Loan: [·] Amount: [·] or, if less, the Available Facility Interest Period: [·] 3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

Other documents and evidence. (a) Evidence that any process agent referred to in Clause 42.2 (Service of process), if not an Original Loan Party, has accepted its appointment. (b) The Group Structure Chart which shows the Group assuming the Closing Date has occurred, the Material Companies and the Unrestricted Subsidiaries. (c) A copy, certified by an authorised signatory of the Parent to be a true copy, of the Original Financial Statements of each Loan Party. (d) A certificate of the Parent addressed to the Finance Parties confirming which companies within the Group are Material Companies or Unrestricted Subsidiaries and that the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA, as defined in Clause 22 (Financial Covenants)) (in each case calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) of the Original Loan Parties represents 75 per cent. or more of the Consolidated EBITDA (as defined in Clause 22 (Financial Covenants) (excluding the EBITDA of the India Business Companies). (e) Evidence that the fees, costs and expenses then due from the Parent pursuant to Clause 13 (Fees), Clause 14.5 (Stamp taxes) and Clause 18 (Costs and expenses) have been paid or will be paid by the Utilisation Date. (f) The Funds Flow Statement in a form agreed by the Borrower and the Agent detailing the proposed movement of funds on or before the Closing Date. (g) Utilisation Requests relating to any Loans to be made on the Closing Date.