Corporate authorisation. In relation to each of the Relevant Parties:
Corporate authorisation if you are a company, you are empowered by, and have obtained, all necessary corporate or other authorities under your constitution and at law;
Corporate authorisation. All necessary corporate action has been taken by each Company to authorise the entry into, execution and performance of the Document.
Corporate authorisation. In respect of the Borrower:
Corporate authorisation the Company has the requisite power and authority to enter into and perform its obligations under this Agreement in accordance with the terms hereof. The execution and delivery of this Agreement have been duly and validly authorised by the Company Board;
Corporate authorisation copies of resolutions of the New Member’s board of directors and shareholders (shareholders’ resolution to be prepared if required under constitutional documents) approving the execution of this Agreement and the terms and conditions hereof and thereof and authorizing the signature, delivery and performance of this Agreement certified by an officer of the New Member:
(i) being true and correct;
(ii) being duly passed at meetings of the directors and of the shareholders (shareholders’ resolution to be prepared if required under constitutional documents) of the New Member each duly convened and held;
(iii) not having been amended, modified or revoked; and
(iv) being in full force and effect together with originals or certified copies of any powers of attorney (if necessary) issued by any party pursuant to such resolutions; and
Corporate authorisation. The execution, delivery and performance by each Obligor of each Finance Document to which it is or is to be a party and the consummation of the transactions contemplated by the Finance Documents, are within such Obligor’s corporate powers, have been duly authorised by all necessary corporate action, and do not:
14.2.1 contravene such Obligor’s constitutional documents;
14.2.2 violate any law, rule, regulation, order, writ, judgement, injunction, decree, determination or award, except where such violation would not be reasonably likely to have a Material Adverse Effect;
14.2.3 conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Obligor, any of its Subsidiaries or any of their properties, except where such conflict, breach or default would not be reasonably likely to have a Material Adverse Effect; or
14.2.4 except for the Liens created under the Finance Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Obligor or any of its Subsidiaries.
Corporate authorisation. Corporate Authorisations only to be delivered to the extent not covered by Part I (Conditions precedent for the Closing Date), or if considered outdated for the purpose of any legal opinions. In respect of each Obligor:
(a) Company certificate (or similar);
(b) Articles of Association, Memorandum of Incorporation and By-laws;
(c) Updated Good Standing Certificate (or similar);
(d) Resolutions passed at a board meeting of the Borrower evidencing:
(i) the approval of the terms of, and the transactions contemplated by, the Finance Documents to which it is a party; and
(ii) the authorisation of its appropriate officer or officers or other representatives to execute the Finance Documents and any other documents necessary for the transactions contemplated by the Finance Documents, on its behalf; and
(iii) attaching certified true copies of valid proof of identity in respect of the persons signing on behalf of the Borrower
(e) Power of Attorney (notarised and legalised if requested by the Agent); and
(f) Directors Certificate, including, but not limited to specimen signatures of each person signing on behalf of the Borrower and confirmations on solvency both before and after the incurrence of the indebtedness under the Finance Documents.
Corporate authorisation each Acquirer has the requisite power and authority to enter into and perform its obligations under this Agreement in accordance with the terms hereof. The execution and delivery of this Agreement have been duly and validly authorised by the Acquirer Board;
