Borrowers and Guarantor Sample Clauses
Borrowers and Guarantor. (a) Certified copies of the constitutional documents of the relevant company;
(b) Certificate of Incorporation, extract from the relevant Company Registry and/or updated Certificate of Good Standing;
(c) A certified copy of a resolution of the board of directors, and if required by the Agent shareholders resolutions, of the relevant company:
(i) approving the terms of, and the transactions contemplated by, the Finance Documents and any Hedging Agreement to which it is a party and resolving that it execute the Finance Documents and any Hedging Agreement to which it is a party;
(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all 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.
(d) A copy of the passports of any Director of the relevant company and of each other person signing any Finance Documents, and specimen of the signature of such persons if not evidenced by the passport copy;
(e) An original Power of Attorney (notarised and legalised if requested by the Agent);
(f) Evidence of the shareholder structure of the Borrowers and the 10 largest shareholders of the Guarantor based on latest publicly available filings; and
(g) A certificate of an authorised signatory of the relevant company setting out the name of the Directors of the relevant Obligor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
Borrowers and Guarantor s obligation to execute further documents etc.
(a) execute and deliver to the Facility Agent (or as it may direct) any assignment, mortgage, power of attorney, proxy or other document, governed by the law of England or such other country as the Facility Agent may, in any particular case, specify;
(b) effect any registration or notarisation, give any notice or take any other step, which the Facility Agent may, by notice to the Borrowers, specify for any of the purposes described in Clause 6.2 or for any similar or related purpose.
Borrowers and Guarantor s obligations to execute further documents etc.
(a) execute and deliver to the Facility Agent (or as it may direct) any assignment, mortgage, power of attorney, proxy or other document, governed by the laws of England or such other country as the Facility Agent may (acting on the instructions of the Majority Lenders), in any particular case, specify; and
(b) effect any registration or notarisation, give any notice or take any other step, which the Facility Agent may (acting on the instructions of the Majority Lenders), by notice to the Borrower or, as the case may be, the Guarantor, specify for any of the purposes described in Clause 6.2 or for any similar or related purpose.
Borrowers and Guarantor. Borrowers and Guarantor acknowledge and agree that: (a) the Maturity Default has occurred and is continuing under the Financing Documents; (b) Lenders have no further obligation to make advances to Borrowers under the Financing Documents; (c) the outstanding Agreement Principal Balance and the outstanding interest included in the Non-Principal Amounts are as set forth on Schedule 2.1(c) hereto as of the date set forth therein; (d) all of such amounts are currently due and payable in full without defense, setoff or counterclaim; (e) the expenses, including reasonable attorneys' fees, incurred by Agent and Lenders, including, without limitation, those incurred in connection with the preparation, negotiation, execution and implementation of this Agreement, the Maturity Default, the collection of the amounts due by Borrowers and Guarantor to Lenders and the exercise of Lenders' rights and remedies (collectively, the "Expenses") shall continue to accrue in accordance with the terms of the Financing Documents and have been and shall continue to be included in the Non-Principal Amounts and shall be released as and to the extent provided in Section 9 if and as Transfer Deeds are recorded and the Interim Deficiency Waivers, the Final Interim Deficiency Waiver and the Final Deficiency Waiver are delivered as provided in this Agreement; (f) the liens and security interests granted in the Security Documents are valid and perfected and neither Borrowers, Guarantor nor any Affiliate of any thereof has any interest in any of the Properties or any of the other Collateral which is superior to such liens and security interests except as described on Schedule 2.1(f); and (g) Borrowers and Guarantor have received reasonably equivalent value (as that term is used in Bankruptcy Code Section 548 and the Uniform Fraudulent Transfer Act) and fair consideration in return for entering into, and performing their obligations under, this Agreement.
Borrowers and Guarantor. (i) Collectively, jointly and severally, Borrowers, and individually, a Borrower: ▇▇▇▇▇ VAF-330 Commerce Street, LLC, ▇▇▇▇▇ VAF-Parkway at Oak Hill, LLC, and ▇▇▇▇▇ VAF-6000 ▇▇▇▇▇▇ ▇▇▇▇, LLC, each a Delaware limited liability company, together with its successors and permitted assigns.
(ii) Borrowers’ Address: is ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇. Borrowers’ principal place of business address is ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
(iii) Borrowers’ Counsel: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
(iv) Borrowers’ Counsel’s Address: DLA Piper LLP (US), ▇▇▇ ▇. ▇▇▇▇▇▇▇ Street, Suite 1900, Chicago, Illinois 60601-1293 Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇.
(v) Collectively, jointly and severally, “Environmental Indemnitors, and individually, “Environmental Indemnitor: Each Borrower and Guarantor.
Borrowers and Guarantor s obligation to execute further documents etc.
(a) execute and deliver to the Security Trustee (or as it may direct) any assignment, mortgage, power of attorney, proxy or other document, governed by the law of England or such other country as the Security Trustee may, in any particular case, specify;
(b) effect any registration or notarisation, give any notice or take any other step; which the Security Trustee may, by notice to the Borrower or that Guarantor, specify for any of the purposes described in Clause 6.2 or for any similar or related purpose.
Borrowers and Guarantor acknowledge that the credit provided hereunder is on terms more favorable than any Borrower acting alone would receive and that each Borrower benefits directly and indirectly from all Loans hereunder. Each of the Borrowers and Guarantor, shall be jointly and severally liable for all Obligations, regardless of, inter alia, which Borrower requested (or received the proceeds of) a particular Loan.