Initial Advance to Each Designated Subsidiary Sample Clauses

Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Administrative Agent and dated such date, and in sufficient copies for each Lender: (a) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign this Agreement and the other documents to be delivered hereunder. (c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance, certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated Subsidiary to execute and deliver this Agreement and to perform its obligations thereunder. (d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto. (e) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto. (f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under applicable foreign laws. (g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
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Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary is subject to the receipt by (x) the Administrative Agent on or before the date of such initial Advance of each of the following, dated such date:
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Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary is subject to the receipt by the Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Agent and dated such date: (a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.15. (b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (c) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (d) A Designation Agreement duly executed by such Designated Subsidiary and the Company. (e) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary substantially in the form of Exhibit D hereto, and as to such other matters as any Lender through the Agent may reasonably request.
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Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary is subject to the receipt by the Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Agent: (a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (b) Certified copies of the resolutions of the Board of Directors or other similar governing body of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, as applicable. (c) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign its Designation Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (d) A Designation Agreement duly executed by such Designated Subsidiary and the Company. (e) Favorable opinions of counsel (which may be in-house counsel) to such Designated Subsidiary in a form reasonably satisfactory to the Agent, and as to such other matters as any Lender through the Agent may reasonably request. (f) All documentation and other information reasonably requested by any Lender to satisfy the requirements of Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act
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Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.07 is subject to the Agent's receipt on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Agent and dated such date, and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (a) The Revolving Credit Notes of such Borrower to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17. (b) Certified copies of the resolutions of the Board of Directors of such Borrower (with a certified English translation if the original thereof is not in English) approving this Agreement and the Notes of such Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes.
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Initial Advance to Each Designated Subsidiary. The obligation of each Revolving Credit Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the Agent’s receipt on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Agent and dated such date, and (except for the Revolving Credit Notes) in sufficient copies for each Revolving Credit Lender:
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Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to any Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the receipt by the Administrative Agent on or before such date of designation of each of the following, in form and substance satisfactory to the Administrative Agent and, except as otherwise provided below, dated such date of designation: (a) Certified copies of the resolutions of the Board of Directors or other appropriate governing body (or of the appropriate committee thereof) of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving the Designation Agreement and this Agreement and authorizing the execution and delivery of the Designation Agreement and the performance of the Designation Agreement and this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Designation Agreement and this Agreement.
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Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary is subject to the receipt by the Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Agent and dated such date, and (except for the Notes) in sufficient copies for each Lender: (a) The Notes of such Designated Subsidiary to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.15. (b) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement and the other Loan Documents to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents to be delivered by it. (c) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign its Borrower Designation Agreement, the other Loan Documents to be delivered by it and the other documents to be delivered by it hereunder. (d) A Borrower Designation Agreement duly executed by such Designated Subsidiary and the Company. (e) Favorable opinions of counsel (which may be in-house counsel) to such Designated Subsidiary substantially in the form of Exhibit E hereto and as to such other matters as any Lender through the Agent may reasonably request. (f) Such other approvals, opinions or documents as any Lender, through the Agent may reasonably request.
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Related to Initial Advance to Each Designated Subsidiary

  • Investments, Loans, Advances, Guarantees and Acquisitions None of the Borrower or any other Subsidiary will purchase, hold, acquire (including pursuant to any merger, amalgamation or consolidation with any Person that was not a wholly-owned Subsidiary prior thereto), make or otherwise permit to exist any Investment in any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all the assets of any other Person or of a business unit, division, product line or line of business of any other Person, except: (a) Permitted Investments; (b) Investments existing on the date hereof in Subsidiaries, and other Investments existing on the date hereof and set forth on Schedule 6.04 and any modification, renewal or extension thereof or any substantially concurrent replacement thereof with similar investment; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 6.04; (c) Investments by the Borrower and the other Subsidiaries in Equity Interests in their subsidiaries (in each case, other than a Permitted Joint Venture); provided that (i) such subsidiaries are Subsidiaries prior to such investments or all newly created or formed Subsidiaries (subject, for the avoidance of doubt, to the limitations in clause (iii) below), (ii) any Equity Interests held by a Loan Party shall be pledged in accordance with the requirements of, and to the extent required by, the definition of the term “Collateral and Guarantee Requirement” and (iii) the aggregate amount of such Investments by the Loan Parties in, and loans and advances by the Loan Parties to, and Guarantees by the Loan Parties of Indebtedness and other obligations of, Subsidiaries that are not Loan Parties (excluding all such investments, loans, advances and Guarantees existing on the date hereof and permitted by clause (b) above) shall not exceed an aggregate amount equal to the sum of (x) $10,000,000 plus (y) the Available Amount at any time outstanding; (d) loans or advances made by the Borrower or any other Subsidiary to any Subsidiary (in each case, other than a Permitted Joint Venture) (which shall include the reimbursement of an LC Disbursement by the Borrower in respect of a Letter of Credit issued for the benefit of a Subsidiary of the Borrower); provided that (i) the Indebtedness resulting therefrom is permitted by Section 6.01(d) and (ii) the amount of such loans and advances (A) made by the Loan Parties to Subsidiaries that are not Loan Parties, together with the investments made pursuant to clause (c)(iii) above and the Guarantees made pursuant to clause (e)(iv) below, shall be subject to the limitation set forth in clause (c)(iii) above; (e) Guarantees by the Borrower or any other Subsidiary of Indebtedness or other obligations of the Borrower or any other Subsidiary (in each case, other than a Permitted Joint Venture) (including any such Guarantees arising as a result of any such Person being a joint and several co-applicant with respect to any Letter of Credit or any other letter of credit or letter of guaranty); provided that (i) the Indebtedness or other obligation so guaranteed is permitted by this Agreement, (ii) a Subsidiary that has not Guaranteed the Secured Obligations pursuant to the Guarantee Agreement shall not Guarantee any Indebtedness or other obligations of any Loan Party, (iii) the Borrower shall not Guarantee any Indebtedness or other obligation of any Subsidiary except for any such Guarantees under the Loan Documents or of Indebtedness permitted by Section 6.01(d) or as otherwise permitted under Section 6.15 and (iv) the aggregate amount of Indebtedness and other obligations of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party, together with the Investments made pursuant to clause (c)(iii) above and the loans and advances made pursuant to (d)(ii) above, shall be subject to the limitation set forth in clause (c)(iii) above; (f) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, Persons, in each case in the ordinary course of business, and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (g) Investments made as a result of the receipt of non-cash consideration from a sale, transfer, lease or other disposition of any asset in compliance with Section 6.05; (h) Investments by the Borrower or any other Subsidiary that result solely from the receipt by the Borrower or such Subsidiary from any of its subsidiaries of a dividend or other Restricted Payment in the form of Equity Interests, evidences of Indebtedness or other securities; (i) Investments in the form of Hedging Agreements permitted under Section 6.07; (j) payroll, travel and similar advances to directors, officers and employees of Parent (or any Controlling Company) the Borrower or any Subsidiary to cover matters that are expected at the time of such advances to be treated as expenses of the Borrower or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (k) loans or advances to directors, officers and employees of Parent (or any Controlling Company) the Borrower or any Subsidiary made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $2,500,000; (l) Investments (i) constituting Permitted Acquisitions, (ii) in any Subsidiary in an amount required to permit such Person to consummate a Permitted Acquisition and (iii) in any Subsidiary that is not a Loan Party consisting of the Equity Interests of any Person who is not a Loan Party; provided that if (with respect to any acquisition of a Person or any Equity Interests in a Person) the acquired Person shall not become a Loan Party or (with respect to any acquisition of assets) the assets shall be acquired by a Subsidiary that is not a Loan Party, the aggregate amount of cash or property in connection with such acquisition shall not exceed an aggregate amount equal to the sum of (x) $10,000,000 plus (y) the Available Amount at any time outstanding; (m) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business; provided that such trade credit may include such concessionary trade terms as the Borrower or any other Subsidiary deems reasonable under the circumstances; (n) Investments constituting Permitted Joint Ventures; (o) Investments made by Permitted Joint Ventures; (p) Investments of any Person existing at the time such Person becomes a Subsidiary or consolidates, amalgamates or merges with the Borrower or any other Subsidiary (including in connection with a Permitted Acquisition) in connection with a transaction permitted by this Agreement and so long as such Investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (q) Investments resulting from pledges or deposits (i) described in clause (c) or (d) of the definition of the term “Permitted Encumbrance” or (ii) that would otherwise constitute a Lien permitted under Section 6.02; (r) other Investments and other acquisitions in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed an aggregate amount equal to the sum of (x) $10,000,000 plus (y) the Available Amount at any time outstanding; provided that, at the time each such Investment or acquisition is purchased, made or otherwise acquired, no Event of Default shall have occurred and be continuing or would result therefrom; (s) Investments in the ordinary course of business consisting of endorsements for collection or deposit or customary trade arrangements with customers; (t) loans and advances to the Borrower or any direct or indirect parent thereof in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments permitted to be made to the Borrower or any direct or indirect parent thereof in accordance with Section 6.08; (u) Guarantees by the Borrower or any Subsidiary of leases (other than capital leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course or business; provided that any payments made in respect of any such Guarantee shall constitute an Investment and must be permitted under this Section 6.04; and (v) Investments to the extent the consideration paid therefor consists solely of Equity Interests of the applicable Person or any direct or indirect parent thereof.