Corporate Benefit. Having taken into account the financial interdependence and mutual reliance between such Acceding Subsidiary Guarantor, the Company and the Parent and its Subsidiaries, the continuing financial and other assistance from time to time given by such Acceding Subsidiary Guarantor to the Company and the Parent and its Subsidiaries, and vice versa, such Acceding Subsidiary Guarantor will derive material benefits, directly or indirectly from the financing obtained through the Notes, both as a separate corporate entity and as a member of the Group.
Corporate Benefit. The Company may only validly enter the Financing Documents to which it is a party if and to the extent that such entry does not threaten its existence or the rights of its creditors and that the Company can reasonably hope to draw directly or indirectly a corporate benefit, at least in the long term, from the Financing Documents. We have no indication and no reason to believe that entering the Financing Documents would be other than for the corporate benefit of the Company.
Corporate Benefit. The financing obtained through the Notes will materially benefit the Initial Subsidiary Guarantors as members of the Group, since it will effect a strengthening of the financial structure of the Group through an extension of the duration of existing financing arrangements.
Corporate Benefit. The Company may only validly enter into the Opinion Document if and to the extent that such entry does not threaten its existence or the rights of its creditors and that the Company can reasonably hope to draw directly or indirectly a corporate benefit, at least in the long term, from the Opinion Document. We have no indication and no reason to believe that entering the Opinion Document would be other than for the corporate benefit of the Company.
Corporate Benefit. Each Obligor benefits by entering into the Credit Documents to which it is a party.
Corporate Benefit. Each Loan Party receives valuable corporate benefit (or the equivalent) from entering into the Loan Documents to which it is a party, in each case to the extent relevant in the jurisdiction in which such Loan Party is domiciled.
Corporate Benefit. Each Credit Party benefits by entering into each Credit Document, Hedge Agreement and Cash Management Agreement to which it is a party.
Corporate Benefit. 5.1 The interest and benefit to the Company of entering into the Transaction Documents, pursuant to which the Company, and entities within its corporate group, intend to indirectly acquire a portfolio of properties located in the United Kingdom through the acquisition of the entities owning such properties (and associated entities), and any other ancillary documents in connection with and/or relating to the Transaction Documents and the performance of its obligations pursuant to them (the “Transaction”) have been considered by the directors.
5.2 The directors considered the terms of, and the transactions contemplated by, the Transaction Documents, including the security to be granted by the Company by way of the Transaction Security Documents and the terms on which it will be granted.
5.3 It is noted that regard must be given to the:
(a) current financial position of the Company;
(b) information available on the working capital, the prospective cash flow and the effect of the Transaction on the net assets of the Company (in particular, having regard to the current financial position of the Company, and the likelihood of the security granted pursuant to the Transaction Security Documents being enforced);
(c) benefits to the Company of entering into the Transaction;
(d) interests of the Company's shareholders;
(e) fact that the Company was currently able to pay its debts and would remain able to do so during the year following the entry into the Transaction by the Company;
(f) facts and circumstances known to the directors (having made due and careful enquiries) at the date of these written resolutions; and
(g) obligations of a director of the Company pursuant to section 172 of the Companies Act 2006.
5.4 The directors have carefully considered whether it was in the interests of and to the advantage of the Company and would promote the success of the Company for the benefit of its members as a whole to enter into the Transaction and are entitled to take into account the benefits the Company may obtain from entering into the Transaction. The directors are aware that the requirement on them in reaching their decision was to consider the whole of the existing circumstances and ask whether they reasonably believed that the Transaction is for the benefit of the Company and, in circumstances where solvency is not an issue as is the case with the Company, the interests of a company are closely allied to those of its shareholders. In light of this, the interests of ...
Corporate Benefit. The Guarantor warrants and represents that it is receiving a proper corporate benefit for giving this guarantee and indemnity.
Corporate Benefit. 5.1 In approving the Documents and the Transactions, the Board, after taking into account all relevant factors, resolved that:
a. the Company’s entry into the Documents and performance of its obligations thereunder is in the best interests of the Company and that the Company has received, is receiving, or will receive fair value under the Documents and the obligations assumed by it thereunder. -OR- (Delete whichever version of 5.1(a) that does not apply.)*
a. the Company’s entry into the Documents and performance of its obligations thereunder is in the best interests of the Company’s holding company and noted (in any case where the Company is not a wholly owned subsidiary of the Company’s holding company) that prior agreement to the Company’s entry into and performance of the Documents has been obtained from all the Company’s shareholders (other than the Company’s holding company). -OR- (Delete whichever version of 5.1 that does not apply.)*
5.1 The directors of the Company have been unable to determine whether the Company’s entry into and performance of the Documents is in the best interests of the Company. As a consequence and after full disclosure of all the relevant factors, unanimous shareholder ratification of the board resolution has been sought and obtained.
