Conditions Precedent - first Bank Guarantee Sample Clauses

Conditions Precedent - first Bank Guarantee. Before The Agent shall have any obligation to issue the first Bank Guarantee under the Guarantee Facility, the Indemnifier shall pay to the Agent the relevant fees referred to in Clause 9 and deliver or cause to be delivered to or to the order of the Agent the following documents and evidence:- 3.3.1 Evidence of incorporation Such evidence as the Agent may reasonably require that each Security Party was duly incorporated in its country of incorporation and remains in existence and, where appropriate, in good standing, with power to enter into, and perform its obligations under, those of the Qualifying Security Documents to which it is, or is intended to be, a party, including (without limitation) a copy, certified by a director or an officer of the Security Party in question as true, complete, accurate and unamended, of all documents establishing or limiting the constitution of each Security Party. 3.3.2 Corporate authorities A copy, certified by a director or the secretary of the Security Party in question as true, complete, accurate and neither amended nor revoked, of a resolution of the directors and (other than the Guarantor) a resolution of the shareholders of each Security Party (together, where appropriate, with signed waivers of notice of any directors' or shareholders' meetings) approving, and authorising or ratifying the execution of, those of the Qualifying Security Documents and each Issue Request to which that Security Party is or is intended to be a party and all matters incidental thereto.

Conditions Precedent - first Bank Guarantee. Before any Issuing Bank shall have any obligation to issue the first Bank Guarantee under the Facility, the Obligors' Agent and the Indemnifiers shall deliver or cause to be delivered to, or to the order of, the Agent the following documents and evidence: 6.1.1 Evidence of incorporation Such evidence as the Agent may reasonably require that each Obligor that is a member of the SO Group was duly incorporated in its country of incorporation and remains in existence and, where appropriate, in good standing, with power to enter into, and perform its obligations under, those of the Facility Documents to which it is, or is intended to be, a party, including a copy, certified by a director or an officer of such Obligor as true, complete, accurate and unamended, of all documents establishing or limiting the constitution of such Obligor. 6.1.2 Corporate authorities A copy, certified by a director or the secretary of each Obligor that is a member of the SO Group as true, complete, accurate and neither amended nor revoked, of a resolution of the directors and (where required by the laws of the country of incorporation or the constitutional documents of the relevant Obligor) a resolution of the shareholders of such Obligor (together, where required by laws of the country of incorporation or its constitutional documents, with signed waivers of notice of any directors' or shareholders' meetings) approving and authorising or ratifying the execution of those of the Facility Documents to which such Obligor is or is intended to be a party and the performance of the transactions contemplated thereby and all matters incidental thereto, and in respect of each company incorporated under the laws of Scotland whose shares are being pledged, a resolution of the directors and a resolution of the shareholders of each such company, approving appropriate changes to the articles of association of such company as requested by the Security Trustee, the transfer of the relevant shares to the Security Trustee or its nominee, instructing the updating of statutory registers of such company and approving where appropriate the issue of a further share certificate or certificates.