Other documents and evidence Sample Clauses
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 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) A certified copy of the Rules.
(b) A certified copy of the form of Clearing Participant’s Agreement and security deed.
(c) Evidence that any process agent referred to in Clause 44.2 (Service of process) has accepted its appointment.
(d) A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent, Security Agent or Lenders consider to be reasonably necessary or desirable (if they have notified the Company accordingly prior to the date of this Agreement) 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.
(e) The Original Financial Statements of each Obligor.
(f) Evidence that the fees, costs and expenses then due from the Company pursuant to Clause 13 (Fees) and Clause 18 (Costs and expenses) have been paid or will be paid at the times and in the manner set out in Clause 13 (Fees) and Clause 18 (Costs and expenses) and the relevant Fee Letters (if applicable).
(g) Evidence in a form satisfactory to the Facility Agent that the Company is a wholly owned subsidiary of the Guarantor. Schedule 3
PART I Utilisation Request – Revolving Loan
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 Revolving Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Proposed Repayment Date: [ ] Facility to be Utilised: [Revolving Facility A]/[Revolving Facility B]/[Revolving Facility C]/[Revolving Facility D]/[Revolving Facility E]/[Revolving Facility F]/[Revolving Facility G]/[Revolving Facility H]/[Revolving Facility I]/[Revolving Facility J] Currency of Loan: [ ] Amount: [ ] or, if less, the Available Facility
3. In accordance with Part I of Schedule 6 (Borrowing Base), we attach a Required Value Notice which [has been sent/is being sent simultaneously with this notice] to the Collateral Monitor.
4. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Agreement is satisfied on the date of this Utilisation Request.
5. [This Loan is to be made in [whole]/[part] for the purpose of refinancing [identify maturing Revolving Loan].]/[The proceeds of this Loan should be credited to [account].]
6. This Utilisation Request is irrevocable...
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) The Group Structure Chart which shows the Group assuming the Closing Date has occurred.
(b) Evidence that all customary know your customer requirements have been met.
(c) The Funds Flow Statement in a form agreed by the Parent and the Facility Agent detailing the proposed movement of funds on or before the Closing Date.
(d) A copy of the Base Case Business Plan (in final agreed form save for any amendments thereto which may be required following completion of its verification as referred to in the definition of "Base Case Business Plan".
(e) An English law and French law opinion outline from Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ as to certain tax matters in a form agreed between the Parties (the "Agreed Form Tax Opinion Outlines"). Part II Conditions precedent required to be delivered by an Additional Guarantor
1. An Accession Letter 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:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute, deliver and perform the Accession Letter and any other Finance Document to which it is party;
(b) authorising a specified person or persons to execute the Accession Letter and any other Finance Document to which it is a party on its behalf;
(c) 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 to which it is a party; and
(d) authorising the Parent to act as its agent 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. To the extent required by applicable law, 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 the Additional Guarantor (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded.
7. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy docum...
Other documents and evidence. 2.1 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.
2.2 Either (i) confirmation from the Borrower that no event of default has occurred and is continuing under the Existing Facility Agreement or will result from the entry into or Utilisation of this Agreement or closing of the Acquisition; or (ii) confirmation from the Borrower that all amounts outstanding under the Existing Facility Agreement have been or will be repaid, and all commitments made available thereunder have been or will be cancelled in full, in each case, not later than date of first Utilisation under this Agreement.
PART 1 : UTILISATION REQUEST
1. We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities 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) Facility to be utilised: [Facility A] / [Facility B] Currency of Loan: USD Amount: [•] or, if less, the Available Facility
3. We confirm that each condition specified in Clause 4.2 (Utilisations during the Certain Funds Period) of the Facilities Agreement is satisfied on the date of this Utilisation Request.
4. The proceeds of this Loan should be credited to [account].
5. This Utilisation Request is irrevocable. Yours faithfully authorised signatory for authorised signatory for Rentokil Initial plc as Borrower Rentokil Initial plc as Borrower
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 each Obligor (other than Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding (BVI) Limited).
(c) The latest unaudited financial statements of Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding (BVI) Limited.
(d) 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.
(e) A copy of the approval of the Exchange Control 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.
(f) 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.
(g) 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 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. 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.