Subsidiary Documents Sample Clauses

Subsidiary Documents. On or before the Effective Date, Company shall deliver or cause to be delivered to Lenders (or to Chase Co- Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Effective Date: (i) Certified copies of the Certificate of Incorporation (or equivalent organizational document) of each domestic corporate Wholly Owned Subsidiary of Company (or, in lieu thereof, a certificate of the corporate secretary of such Subsidiary certifying as of the Effective Date that its Certificate of Incorporation delivered on the Closing Date pursuant to subsection 4.1 of the Existing Credit Agreement is in full force and effect without modification or amendment), together with a good standing certificate from the secretary of state of its jurisdiction of incorporation and each other state in which it is qualified as a foreign corporation to do business (except any such other state or states in which failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), each dated a recent date prior to the Effective Date; (ii) Copies of the Bylaws of each such domestic corporate Wholly Owned Subsidiary of Company, certified as of the Effective Date by its corporate secretary, or an assistant secretary (or, in lieu thereof, a certificate of such secretary certifying as of the Effective Date that the Bylaws of such Subsidiary delivered on the Closing Date pursuant to subsection 4.1 of the Existing Credit Agreement are in full force and effect without modification or amendment); (iii) Resolutions of the Board of Directors of each such domestic corporate Wholly Owned Subsidiary of Company approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement, the Trademark Security Agreement, the Limited Partnership Security Agreement (as applicable) and the other Loan Documents and Related Agreements to which such Subsidiary is party, certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Conformed copies of the partnership agreement of each domestic Subsidiary of Company that is a partnership, certified by each general partner of such partnership Subsidiary as of the Effective Date as being in full force and effect without m...

Subsidiary Documents. On or before the Closing Date, the Company shall deliver or cause to be delivered to the Administrative Agent for the Lenders the following for each Subsidiary of the Company that is a Loan Party (which may be waived by the Administrative Agent for any Subsidiary with respect to the items described in clause (i) below), each, unless otherwise noted, dated the Closing Date: (i) Certified copies of the Organizational Certificate, together with a good standing certificate from the applicable Governmental Authority of its jurisdiction of incorporation, organization or formation, and each state in which a Real Property Asset of such Subsidiary is located, each dated a recent date prior to the Closing Date; (ii) Copies of the Organizational Documents of such Subsidiary, certified as of the Closing Date by its corporate secretary or an assistant secretary; (iii) Copies of the Organizational Authorizations of such Subsidiary approving and authorizing the execution, delivery and performance of the Transaction Documents to which such Subsidiary is party that are to be delivered on the Closing Date, certified as of the Closing Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Incumbency certificates of its officers executing the Subsidiary Guaranty and the other Transaction Documents to which such Subsidiary is party; (v) Executed originals of the other Loan Documents to which such Subsidiary is party that are to be delivered on the Closing Date; and (vi) Certified copies of each of the other Transaction Documents to which such Subsidiary is a party.

Subsidiary Documents. Relevant resolutions of the original shareholders of the Company approving this Agreement and the transactions under this Agreement, including their agreement to waive the right to subscribe for the additional registered capital on a preferential basis, written resolutions of the Shareholders’ Meeting and the Board of Directors approving the transaction, and the Articles of Association of the Company adjusted in accordance with this Investment Agreement as confirmed by the Shareholders’ Meeting of the Company.

Subsidiary Documents. 19 (j) Mutual Release.............................................. 19 10.2 Buyer's Performance............................................... 19 (a)

Subsidiary Documents. Each Guarantor of Payment shall have executed and delivered to Lender (i) a Guaranty of Payment, in form and substance reasonably satisfactory to Lender, and (ii) a Security Agreement and such other documents or instruments, as may be reasonably required by Lender to create or perfect the Liens of Lender in the assets of such Guarantor of Payment, all to be in form and substance reasonably satisfactory to Lender.

Subsidiary Documents. The Buyer shall have received, with respect to Encore France, and Encore France shall have received, with respect to each of the remaining Stock Subsidiaries, a stock certificate or certificates representing all of the Shares of such Subsidiary, if any, together with a duly executed assignment thereof to the Buyer or Encore France, as appropriate, the corporate seal, if any, corporate records and stock transfer records of such Subsidiary, and the resignations, effective as of the Closing, of each of the directors and officers of such Subsidiary other than those designated by the Buyer prior to the Closing.

Subsidiary Documents. 8 ERISA.............................16

Subsidiary Documents. On or before January 31, 2000, the Administrative Agent or the Lenders, as appropriate, shall have received each of the following, in form and substance satisfactory to the Administrative Agent and the Lenders: (i) A loan certificate as to each direct or indirect Subsidiary of any Borrower (other than foreign Subsidiaries and iHig▇.▇▇▇, ▇▇c.) signed by an Authorized Signatory of such Subsidiary in substantially the form of Exhibit T attached hereto, including a certificate of incumbency with respect to each Authorized Signatory of such Subsidiary, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate or Articles of Incorporation or other organizational document of such Subsidiary certified to be true, complete and correct by the Secretary of State for the jurisdiction of such Subsidiary's organization, (B) a true, complete and correct copy of

Subsidiary Documents. Each Subsidiary of the Company shall deliver to Parent and Merger Sub (a) a certificate, validly executed by a duly authorized officer, general partner or managing member of such Subsidiary, and dated as of the date of the Effective Time, certifying as to the terms and effectiveness of such Subsidiary's Charter Documents, and (b) certificates, issued not more than two days prior to the date of the Closing, (i) from the Secretary of State of the State of Oklahoma, evidencing that each Subsidiary is validly existing under the laws of such state, and (ii) from every jurisdiction where such Subsidiary is qualified, authorized, registered or licensed to do business as a foreign entity, as set forth in Section 3.1(a) of the COMPANY DISCLOSURE SCHEDULE, evidencing that such Subsidiary is qualified, authorized, registered or licensed to do business as a foreign entity in such jurisdiction.