Accession Deed. Whenever a Shareholder transfers the legal or beneficial ownership of any Shares to a person who is not a party to this agreement, that person and that Shareholder shall enter into and deliver to each other an Accession Deed. Each person entering into an Accession Deed shall also deliver to the Company such evidence as it reasonably requires in order to be satisfied that that Accession Deed is valid, binding, and enforceable as against that person. The Company is irrevocably authorised to execute each Accession Deed on behalf of all Shareholders (other than the transferring Shareholder).
Accession Deed. If:
(a) an Ausco Shareholder transfers the legal or beneficial ownership of any Ausco Shares to any party (other than to a party who has already signed this agreement or an Accession Deed); or
(b) a Holdco Shareholder transfers the legal or beneficial ownership of any Holdco Shares to any party (other than to a party who has already signed this agreement or an Accession Deed), that Holdco Shareholder or Ausco Shareholder, as the case may be, shall procure that the relevant transferee validly executes an Accession Deed, and delivers a copy of that Accession Deed to each party to this agreement.
Accession Deed. Any person issued Shares who is not a party will enter into and execute an Accession Deed together with the Company and other Shareholders prior to or on completion of the issue.
Accession Deed. 6.5 If a Beneficiary transfers or novates all its rights and obligations under the Finance Documents to a new Beneficiary who executes an Accession Deed, then the transferor Beneficiary ceases to be a Beneficiary by executing the Accession Deed as a Retiring Beneficiary.
Accession Deed. Any Substitute Limited Partner is bound by this Agreement and, as a condition of giving its consent to any transfer to be made in accordance with the provisions of this clause 12, the General Partner must require that the proposed Substitute Limited Partner acknowledge its assumption (in whole or in part) of the obligations and liabilities of the transferring Partner by executing an Accession Deed.
Accession Deed. Each Chargor consents to other members of the Group becoming Chargors in accordance with the terms of the Credit Documents.
Accession Deed. Prior to any assignment or any other Alienation pursuant to this Clause 12 the Assigning Party shall cause the Proposed Assignee (if not already a party to this Agreement) to enter into and deliver to the Company for the benefit of all the Non-assigning Parties and the Company an Accession Deed.
Accession Deed. (a) Where:
(i) any Designation Notice is delivered pursuant to clause 6.1;
(ii) the Borrower has satisfied its obligations under clause 6.2 in respect of that Designation Notice and has delivered a certificate to the Security Trustee confirming the same; and
(iii) the Designation Notice relates to a loan, other debt security issuance or other financial accommodation entered into by an Obligor with a counterparty that is not a Beneficiary and the particulars of the counterparty (once it becomes a Beneficiary) will not be recorded in a register kept by a recognised securities registrar; or
(b) the Borrower provides an Accession Deed duly executed by a transferor and transferee of Outstandings or Commitments under a Financing Document and the applicable requirements to transfer those Outstandings or Commitments have been satisfied in accordance with the terms of the applicable Financing Document (and the Borrower has delivered a certificate to the Security Trustee confirming the same), then:
(c) each Beneficiary irrevocably and unconditionally authorises and instructs the Security Trustee to execute each Accession Deed delivered to the Security Trustee and the Security Trustee shall, as soon as reasonably practicable after receipt by it (but subject to its receipt of any information required under clause 18.6), execute and accept the same if the Accession Deed appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Deed, and provide a copy of the same to the Borrower; and
(d) upon receipt, the Borrower shall provide a copy of the signed Accession Deed to each Beneficiary Representative and each Unrepresented Beneficiary.
Accession Deed. Each Shareholder acknowledges and agrees that upon a person ("the New Shareholder") signing an Accession Deed in accordance with this Agreement the New Shareholder shall be deemed to be a Shareholder for the purposes of this Agreement and shall be entitled to enjoy all rights and benefits of Shareholders under this Agreement.
17 COMPLETION AND ASSIGNMENT
17.1 Each of the parties shall exercise all such powers as are available to them do all such acts and things and sign execute and deliver all such documents and instruments as may be necessary or reasonably required to give full effect to the provisions of this Agreement.
17.2 The obligations imposed and the benefits conferred on the parties under this Agreement shall not be sold assigned transferred or otherwise dealt with or disposed of by any of the parties without the prior written consent and approval of the other parties first had and obtained or as otherwise provided for in this Agreement.
Accession Deed. 2.1 The New Borrower agrees to become, and hereby becomes, an additional Borrower and agrees to be bound by the terms of the Facility Agreement and the other Security Documents as an additional Borrower jointly and severally with the Existing Borrowers and hereby assumes responsibility to pay, satisfy or perform any outstanding Indebtedness under any of the Security Documents. All references to “Borrowers” or “Borrower” in any of the Security Documents and this Supplemental Agreement are hereby construed to include the New Borrower.
2.2 The Existing Borrowers each confirm that no Default is continuing or would occur as a result of the New Borrower becoming an additional Borrower.
2.3 The New Borrower intends to incur liabilities under the Facility Agreement and the Security Documents to which it will be a party.
2.4 By a Trust Deed dated 25 June 2020 the Security Trustee agreed to hold the Trust Property on trust for the other Banks.
2.5 The New Borrower and the Security Trustee agree that the Security Trustee shall hold:
2.5.1 any Encumbrance in respect of liabilities created or expressed to be created pursuant to the Security Documents to which it will be a party;
2.5.2 all proceeds of that Encumbrance; and
2.5.3 all obligations expressed to be undertaken by the New Borrower to pay amounts in respect of the liabilities to the Security Trustee as trustee for the Banks (in the Security Documents or otherwise) and secured by any of the Security Documents together with all representations and warranties expressed to be given by the New Borrower (in the Security Documents or otherwise) in favour of the Security Trustee as trustee for the Banks, on trust for the Banks on the terms and conditions contained in the Trust Deed.
