CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR Sample Clauses
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Obligor Accession Agreement executed by the Additional Obligor and the Company.
2. A copy of the Constitutional Documents of the Additional Obligor and a copy of the recent shareholder list (if applicable).
3. A recent excerpt from the commercial register (Handelsregister) of the Additional Obligor, not older than 14 days from the date of the Obligor Accession Agreement.
4. If applicable, a copy of a resolution of the shareholder, and in the case of an Additional Obligor incorporated in a jurisdiction other than the Federal Republic of Germany, and where applicable the board of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Obligor Accession Agreement and the Finance Documents and resolving that it execute, deliver and perform the Obligor Accession Agreement and any other Finance Document to which it is party;
(b) in the case of an Additional Obligor incorporated in a jurisdiction other than the Federal Republic of Germany, authorising a specified person or persons to execute the Obligor Accession Agreement and other Finance Documents on its behalf;
(c) in the case of an Additional Obligor incorporated in a jurisdiction other than the Federal Republic of Germany, authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request) 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 Company to act as its agent in connection with the Finance Documents.
5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 4 above or otherwise, to execute, on behalf of the Additional Obligor, the Obligor Accession Agreement and other Finance Documents to which it is a party and 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.
6. If applicable, a copy of a resolution signed by all the holders of the issued shares or partnership interests, as the case may be, of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party.
7. To the extent required under the respective Constitutional Documents or applicable law, any other Authorisation.
8. In relation to an Additional Obligor incorp...
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. An Accession Letter, duly executed by the Additional Obligor and the Company.
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. An Obligor Accession Agreement executed by the Additional Obligor and the Company.
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter, duly executed by the Additional Obligor and the Company.
2. In relation to an Additional Obligor incorporated or established in Germany an up-to-date certified (beglaubigt) commercial register extract (Handelsregisterausdruck), its articles of association (Satzung), certified by the commercial register or a notary public as of a recent date, or partnership agreement (Gesellschaftsvertrag), copies of any by-laws as well as a list of shareholders (Gesellschafterliste) (in each case, if applicable).
3. In relation to an Additional Obligor incorporated in a jurisdiction than other than Germany a copy of its constitutional documents.
4. In relation to an Additional Obligor incorporated or established in Germany a copy of a resolution signed by all the holders of the issued shares in such Additional Obligor and/or if applicable a copy of a resolution of the supervisory board (Aufsichtsrat) and/or if applicable the advisory board (Beirat) of such Additional Obligor approving the terms of, and the transactions contemplated by the Finance Documents.
5. In relation to an Additional Obligor incorporated in a jurisdiction other than Germany or England and Wales or a jurisdiction of the U.S. a copy of a resolution signed by all the holders of the issued shares in each such Additional Obligor, approving the terms of, and the transactions contemplated by the Finance Documents.
6. A copy of a resolution of the board of directors or equivalent governing body, of the Additional Obligor incorporated or established in a jurisdiction other than Germany:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
(b) authorising a specified person or persons to execute the Accession Letter on its behalf; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents.
7. A specimen of the signature of each person authorised to execute any Finance Document and other documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.
8. A certificate of an authorised signatory of the Additional Obligor ...
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. An Accession Letter, duly executed by the Additional Obligor and the Original Borrower.
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter, duly executed by the Additional Obligor and the Company.
2. A copy of the constitutional documents of the Additional Obligor.
3. A copy of a resolution of the board of directors of the Additional Obligor:
3.1 approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
3.2 in the case of an Additional Guarantor incorporated in South Africa:
3.2.1 complying with the requirements of section 45(3)(b) and section 45(4) of the Companies Act in connection with any financial assistance to be granted by that Additional Guarantor pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party; and
3.2.2 complying with the requirements of section 46 of the Companies Act in connection with any “distribution” (as defined in the Companies Act) that may arise as a result of its entry into the Finance Documents to which it is a party;
3.3 authorising a specified person or persons to execute the Accession Letter on its behalf; and
3.4 authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents.
4. Each Guarantor as at the date on which each Additional Obligor accedes to the Agreement in accordance with Clause 26 (Change of Obligors) is required to deliver the following documents to the Agent in a form and substance acceptable to the Agent:
4.1 a resolution of the board of directors of such Guarantor;
4.1.1 complying with the requirements of section 45(3)(b) and section 45(4) of the Companies Act in connection with any financial assistance to be granted by that Guarantor pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party;
4.1.2 complying with the requirements of section 46 of the Companies Act in connection with any “distribution” (as defined in the Companies Act) that may arise as a result of its entry into the Finance Documents to which it is a party;
4.2 to the extent required by the Companies Act, any other applicable law or the constitutional documents of the Guarantor, a copy of a resolution duly passed by the holders of the issued shares of that Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which that...
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Deed executed by the Additional Obligor and the Company.
2. A copy of the constitutional documents of the Additional Obligor.
3. A copy of a resolution (or in the case of an Additional Obligor incorporated in Australia, an extract of resolutions only) of the board or, if applicable, a committee of the board of directors of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party;
(b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf;
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) 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 Company to act as its agent in connection with the Finance Documents.
4. If applicable, a copy of a resolution of the board of directors of the Additional Obligor, establishing the committee referred to in paragraph 3 above.
5. In respect of:
(a) the Additional Obligor if it is incorporated in the UK and its shares are subject to any Security Interest created under any Transaction Security Document; and
(b) each company incorporated in the UK and whose shares are subject to any Security Interest created by the Additional Obligor under any Transaction Security Document, either:
(A) a certificate of an authorised signatory of the Company certifying that:
I. each member of the Group has complied on time with any notice it has received under Part 21A of the Companies Axx 0000 from that company; and
II. no "warning notice" or "restrictions notice" (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares, together with a copy of the "PSC register" (within the meaning of section 790C(10) of the Companies Act 2006) of that company which, if the company is a member of the Group, is certified by an authorised signatory of the Company to be correct, complete 0081727-0000042 SN:12155633.21 220 and not amended or superseded as at a date no earlier than the date of the Accession Deed;
(B) or a certificate of an authorised signatory of the Company certifying that that comp...
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter, duly executed by the Additional Obligor and the Company.
2. A copy of the constitutional documents of the Additional Obligor (which shall not restrict or limit the ability of that Additional Obligor to provide a guarantee in respect of the full amount of the Facility (except as required in accordance with the laws of its jurisdiction of incorporation)).
3. A copy of a resolution of the board of directors of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents to which it is or will be a party and resolving that it execute the Accession Letter and any Finance Documents to which it is or will be a party;
(b) authorising a specified person or persons to execute the Accession Letter and any Finance Documents to which it is or will be 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 (including, in relation to a Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is or will be a party;
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1 An Accession Letter, duly executed by the Additional Obligor and the Parent.
3 A copy of a resolution of the board of directors of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
(b) authorising a specified person or persons to execute the Accession Letter on its behalf; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents.
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter executed by the Additional Obligor and the Company.
2. A copy of the constitutional documents of the Additional Obligor.
3. A copy of a resolution of the board or, if applicable, a committee of the board of directors of the Additional Obligor:
3.1 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;
3.2 authorising a specified person or persons to execute the Accession Letter and other Finance Documents on its behalf;
3.3 authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and
3.4 authorising the Company 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. 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 copy of a resolution of the board of directors of each corporate shareholder of each Additional Guarantor approving the terms of the resolution referred to in paragraph 6 above.
7. A certificate of the Additional Obligor (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.
8. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Letter.
9. If available, the latest audited financial statements of the Additional Obligor.
10. The following legal opinions, each addressed to the Agent, the Security Trustee and the Lenders:
10.1 A legal opinion of the legal advisers to the Agent in England, as to English law in the form distributed to the Lenders prior to signing the Accession Letter.
10.2 If the Additional Obligor ...