Other documents and evidence Sample Clauses
Other documents and evidence. (a) Evidence that any process agent referred to in Clause 37.4 (Service of process) has accepted its appointment.
(b) A copy the U.S. Facility Agreement.
(c) A copy of a good standing certificate (including verification of tax status) with respect to the Borrower, issued as of a recent date by the Secretary of State or other appropriate official of:
(i) the Borrower’s jurisdiction of incorporation or organisation; and
(ii) the jurisdiction of the Borrower’s registered place of business.
(d) A copy, certified a true copy by an Authorised Signatory of the Borrower of:
(i) the Original Financial Statements of the Borrower; and
(ii) a breakdown of Accumulated Other Comprehensive Income or Accumulated Other Comprehensive Loss of the Borrower, as applicable, for the fiscal quarter ended 30 September 2010 together with the necessary adjustments to exclude FX and cash flow hedging elements.
(e) Evidence that the Account Party is authorised to underwrite business at Lloyd’s.
(f) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clauses 17 (Fees) and 18 (Costs and Expenses) have been paid or will be paid by the first Utilisation Date.
(g) Evidence that on or prior to the first Utilisation Date (i) all actual or contingent liabilities and obligations of the Borrower under the Existing Facility have been or will be irrevocably discharged in full, (ii) all commitments thereunder have been or will be irrevocably cancelled and (iii) all letters of credit issued thereunder have been or will be cancelled and returned to the issuing bank.
(h) A certificate of the Chief Financial Officer of the Borrower stating that it is and would be Solvent after complying with its obligations with respect to Letters of Credit set out in Clause 5 (Borrower’s Liabilities in relation to Letters of Credit) and the payment of all estimated legal and other fees related to this Agreement and the consummation of the other transactions contemplated by this Agreement. For purposes of such certificate, “Solvent” means with respect to the Borrower on any date of determination that:
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. 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 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) 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. 3.1 Appropriate confirmation from SACE that it has approved the amendments contemplated in this Agreement and that it designates this Agreement as a Finance Document.
3.2 Evidence that any process agent referred to in Clause 12.2 (Service of process), if not a Party, has accepted its appointment.
3.3 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 this Agreement or for the validity and enforceability of any Finance Document as amended and supplemented by this Agreement.
3.4 Such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender or SACE) or any Lender or SACE (for itself) in order for the Agent and such Lender or SACE to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Relevant Documents.
Other documents and evidence. (a) Evidence that any process agent referred to in Clause 39.2 (Service of process), has accepted its appointment.
(b) A Certified 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 Transaction Document or for the validity and enforceability of any Transaction Document.
(c) 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.
(d) The original Refund Guarantee and Certified Copies of such of the other Underlying Documents as are then in existence.
(e) Evidence that the Accounts have been established and duly completed mandate forms in respect thereof have been delivered to the Account Bank.
(f) A Certified Copy of the Borrower’s statement of the Estimated Total Project Cost, including a breakdown of each constituent cost.
Other documents and evidence. Evidence of the opening of the Debt Service Reserve Account and Mandatory Prepayment Account.