Common use of DELIVERY OF CERTIFIED COPIES Clause in Contracts

DELIVERY OF CERTIFIED COPIES. The Bank shall have received a Certified Copy of each of the following in form and substance satisfactory to it: (a) the certificate of incorporation (and any relative certificate of incorporation on change of name) of USPI and each of the companies listed in Part I of Schedule 3; (b) the memorandum and articles of association of each of USPI and the companies listed in Part I of Schedule 3; (c) the minutes of a meeting of the board of directors of USPI and each of the companies listed in Part I of Schedule 3: (i) approving and authorising the execution, delivery and performance of each Transaction Document to which it is to be a party on the terms and conditions of those documents subject always, where appropriate, to the provisions of sections 151 to 158 (inclusive) of the Act: (ii) showing that the relevant board meeting was quorate, that due consideration was given by all the relevant directors present of the relevant company's obligations and liabilities arising under those documents and that all declarations of interests required in connection with any Transaction Document to which it is to be a party were made; and (iii) authorising any director whose name and specimen signature is set out in those minutes or in a separate certificate to sign or otherwise attest the execution of those documents and any other documents to be executed or delivered pursuant to those documents; and (d) the statutory declarations made for the purpose of section 155 of the Act in the prescribed form by all of the directors of each of the companies listed in Part I of Schedule 3 (with the exception of Newco) together with a Certified Copy of each statutory report by the auditors of each of those companies required under section 156(4) of the Act and a special resolution of the members of Aspen; and (e) the register of directors of each of the companies listed in Part I of Schedule 3 and the register of members of Aspen; (f) each of the following documents duly executed by the parties thereto: (i) the Acquisition Documents; (ii) the Disclosure Letter; (iii) Employment Contract; and

DELIVERY OF CERTIFIED COPIES. The Bank Facility Agent shall have received a Certified Copy of each of the following in form and substance satisfactory to it: (a) the certificate of incorporation (and any relative certificate of incorporation on change of name) of USPI and each (or any foreign equivalent) of the companies listed in Part I of Schedule 3Parent Guarantor, Swiss Newco, Holdco US, Inverness Medical Inc., Holdco UK, Target A and CDIL (the "COMPANIES"); (b) the memorandum and articles constitutional documents of association of each of USPI and the companies listed in Part I of Schedule 3Companies; (c) the minutes of a meeting of the board of directors of USPI and each of the companies listed in Part I of Schedule 3:Companies (including any resolutions passed at those meetings) (or any foreign equivalent): (i) approving and authorising the execution, delivery and performance of each Transaction Document Document, if any, to which it is to be a party on the terms and conditions of those documents subject always, where appropriate, to the provisions of sections section 151 to 158 (inclusive) of the Act:; (ii) showing that the relevant board meeting was quorate, that due consideration was given by all the relevant directors present of the relevant company's obligations and liabilities arising under those documents and that all declarations of interests required in connection with any Transaction Document to which it is to be a party were made; and (iii) authorising any director or authorised officer whose name and specimen signature is set out in those minutes or in a separate certificate to sign or otherwise attest the execution of those documents and any other documents to be executed or delivered pursuant to those documents; and; (d) a special resolution of the members of Target A in relation to section 155 of the Act; (e) the statutory declarations made for the purpose of section 155 of the Act in the prescribed form by all of the directors of each of the companies listed in Part I of Schedule 3 (with the exception of Newco) Target A together with a Certified Copy of each statutory report by the auditors of each of those companies Xxxxxx Xxxxxxxx required under section 156(4) of the Act and a special resolution of the members of Aspen; andAct; (ef) the register of directors of each of the companies listed in Part I of Schedule 3 and the register of members of Aspen;Target A; and (fg) each of the following documents duly executed by the parties thereto: (i) the Stock Purchase Agreement; (ii) the Acquisition Documents; (iiiii) the Disclosure Letter; (iiiiv) Employment Contractthe Bridge Note Agreement; (v) the Mezzanine Loan Agreement; (vi) the Warrant Instrument; and (vii) the Lock Up Agreement; and (h) a notice from the Parent Guarantor to the Vendor assigning all of the benefit of the Acquisition Agreement to the Facility Agent.

DELIVERY OF CERTIFIED COPIES. The Bank Facility Agent shall have received a Certified Copy of each of the following in form and substance satisfactory to it: (a) the certificate of incorporation (and any relative certificate of incorporation on change of name) of USPI and each (or any foreign equivalent) of the companies listed in Part I of Schedule 3Parent Guarantor, Swiss Newco, Holdco US, Inverness Medical Inc., Holdco UK, CDIL, Target A (the "COMPANIES"); (b) the memorandum and articles constitutional documents of association of each of USPI and the companies listed in Part I of Schedule 3Companies; (c) the minutes of a meeting of the board of directors of USPI and each of the companies listed in Part I of Schedule 3:Companies (including any resolutions passed at those meetings) (or any foreign equivalent): (i) approving and authorising the execution, delivery and performance of each Transaction Document Document, if any, to which it is to be a party on the terms and conditions of those documents subject always, where appropriate, to the provisions of sections section 151 to 158 (inclusive) of the Act:; (ii) showing that the relevant board meeting was quorate, that due consideration was given by all the relevant directors present of the relevant company's obligations and liabilities arising under those documents and that all declarations of interests required in connection with any Transaction Document to which it is to be a party were made; and (iii) authorising any director or authorised officer whose name and specimen signature is set out in those minutes or in a separate certificate to sign or otherwise attest the execution of those documents and any other documents to be executed or delivered pursuant to those documents; and; (d) a special resolution of the members of Target A in relation to section 155 of the Act; (e) the statutory declarations made for the purpose of section 155 of the Act in the prescribed form by all of the directors of each of the companies listed in Part I of Schedule 3 (with the exception of Newco) Target A together with a Certified Copy of each statutory report by the auditors of each of those companies Xxxxxx Xxxxxxxx required under section 156(4) of the Act and a special resolution of the members of Aspen; andAct; (ef) the register of directors of each of the companies listed in Part I of Schedule 3 and the register of members of Aspen;Target A; and (fg) each of the following documents duly executed by the parties thereto: (i) the Stock Purchase Agreement; (ii) the Acquisition Documents; (iiiii) the Disclosure Letter; (iiiiv) Employment Contractthe Bridge Note Agreement; (v) the Mezzanine Loan Agreement; (vi) the Warrant Instrument; and (vii) the Lock Up Agreement. (h) a notice from the Parent Guarantor to the Vendor assigning all of the benefit of the Acquisition Agreement to the Facility Agent.

DELIVERY OF CERTIFIED COPIES. The Bank Facility Agent shall have received a Certified Copy of each of the following in form and substance satisfactory to it: (a) the certificate of incorporation (and any relative certificate of incorporation on change of namename (or any foreign equivalent) of USPI and each of the companies listed in Part I of Schedule 3; (b) the memorandum and articles of association of each of USPI Parentco, Issueco and the companies listed in Part I of Schedule 34 (Charging Group Companies); (b) the constitutional documents of Parentco, Issueco and the companies listed in Part I of Schedule 4 (Charging Group Companies); (c) the minutes of a meeting of the board of directors or, where relevant, a shareholders' meeting or formal approval of USPI shareholders (as the case may be) of Parentco, Issueco and of each of the companies company listed in paragraph 3 of Part I of this Schedule 3:2 (including the resolutions passed at those meetings): (i) approving and authorising the execution, delivery and performance of each Transaction Document to which it is to be a party on the terms and conditions of those documents subject always, where appropriate, to the provisions of sections 151 to 158 (inclusive) other than in respect of the Act:Guarantee to be executed by Neste Polyester S.A. in accordance with Clause 10.2 (Execution of Security Documents by Dyno and its Subsidiaries)); (ii) approving any transfer of the shares of any other Material Company to the Security Trustee or any other Finance Party, in the event that the Security Trustee or any other Finance Party becomes entitled to such shares pursuant to the Share Charges or any other Security Document; (iii) showing that the relevant board meeting was quorate, that due consideration was given by all the relevant directors present of the relevant company's obligations and liabilities arising under those documents and that all declarations of interests required in connection with any Transaction Document to which it is to be a party were made; and (iiiiv) authorising any director or other person whose name and specimen signature is set out in those minutes or in a separate certificate to sign or otherwise attest the execution of those documents and any other documents to be executed or delivered pursuant to those documents; and; (d) the statutory declarations made for the purpose of section 155 of the Act in the prescribed form by all of the directors of each of the companies listed in Part I of Schedule 3 (with the exception of Newco) together with a Certified Copy of each statutory report by the auditors of each of those companies required under section 156(4) of the Act and a special resolution of the members of Aspen; and (e) the register of directors of each of the companies listed in Part I of Schedule 3 and the register of members of Aspen; (f) each of the following documents duly executed by the parties thereto: (i) the Acquisition DocumentsInvestment Agreement; (ii) the Disclosure LetterOxo Sale Agreement; (iii) Employment Contractthe Intra-Group Loan Agreement; (iv) the Issueco Bridging Loan Agreement; (v) the terms of appointment of the Receiving Agent; (vi) the Offer Document; (vii) the Senior Subordinated Notes Instrument; and (e) the Dyno Explosives Sale Agreement and the Captive Bridging Loan Agreement, each in the agreed form.

DELIVERY OF CERTIFIED COPIES. The Bank Facility Agent shall have received a Certified Copy of each of the following in form and substance satisfactory to it: (a) the certificate of incorporation (and any relative certificate of incorporation on change of namename (or any foreign equivalent) of USPI and each of the companies listed in Part I of Schedule 3; (b) the memorandum and articles of association of each of USPI Parentco, Issueco and the companies listed in Part I of Schedule 34 (Charging Group Companies); (b) the constitutional documents of Parentco, Issueco and the companies listed in Part I of Schedule 4 (Charging Group Companies); (c) the minutes of a meeting of the board of directors or, where relevant, a shareholders' meeting or formal approval of USPI shareholders (as the case may be) of Parentco, Issueco and of each of the companies company listed in paragraph 3 of Part I of this Schedule 3:2 (Charging Group Companies) (including the resolutions passed at those meetings): (i) approving and authorising the execution, delivery and performance of each Transaction Document to which it is to be a party on the terms and conditions of those documents subject always, where appropriate, to the provisions of sections 151 to 158 (inclusive) other than in respect of the Act:Guarantee to be executed by Neste Polyester S.A. in accordance with Clause 10.2); (ii) approving any transfer of the shares of any other Material Company to the Security Trustee or any other Finance Party, in the event that the Security Trustee or any other Finance Party becomes entitled to such shares pursuant to the Share Charges or any other Security Document; (iii) showing that the relevant board meeting was quorate, that due consideration was given by all the relevant directors present of the relevant company's obligations and liabilities arising under those documents and that all declarations of interests required in connection with any Transaction Document to which it is to be a party were made; and (iiiiv) authorising any director or other person whose name and specimen signature is set out in those minutes or in a separate certificate to sign or otherwise attest the execution of those documents and any other documents to be executed or delivered pursuant to those documents; and; (d) the statutory declarations made for the purpose of section 155 of the Act in the prescribed form by all of the directors of each of the companies listed in Part I of Schedule 3 (with the exception of Newco) together with a Certified Copy of each statutory report by the auditors of each of those companies required under section 156(4) of the Act and a special resolution of the members of Aspen; and (e) the register of directors of each of the companies listed in Part I of Schedule 3 and the register of members of Aspen; (f) each of the following documents duly executed by the parties thereto: (i) the Acquisition DocumentsInvestment Agreement; (ii) the Disclosure LetterOxo Sale Agreement; (iii) Employment Contractthe Intra-Group Loan Agreement; (iv) the Issueco Bridging Loan Agreement; (v) the terms of appointment of the Receiving Agent; (vi) the Offer Document; (vii) the Senior Subordinated Notes Instrument; and (e) the Dyno Explosives Sale Agreement and the Captive Bridging Loan Agreement, each in the agreed form.

DELIVERY OF CERTIFIED COPIES. The Bank LND is satisfied that no Default or Potential Default is continuing and shall have received a Certified Copy of each of the following in form and substance satisfactory to it: (a) the certificate of incorporation (and any relative certificate of incorporation on change of name) of USPI the Initial Client and each of the companies listed in Part I of Schedule 3Group Company; (b) the memorandum and articles of association of the Initial Client and each of USPI and the companies listed in Part I of Schedule 3;Group Company; and (c) the minutes of a meeting of the board of directors of USPI the Initial Client and each of Charging Group Company (including the companies listed in Part I of Schedule 3:resolutions passed at those meetings): (i) approving and authorising the execution, delivery and performance of each Transaction Document to which it is to be a party on the terms and conditions of those documents subject always, where appropriate, to the provisions of sections 151 to 158 (inclusive) of the Act:documents; (ii) showing that the relevant board meeting was quorate, that due consideration was given by all the relevant directors present of the relevant company's obligations and liabilities arising under those documents and that all declarations of interests required in connection with any Transaction Document to which it is to be a party were made; and (iii) authorising any director whose name and specimen signature is set out in those minutes or in a separate certificate to sign or otherwise attest the execution of those documents and any other documents to be executed or delivered pursuant to those documents; and. (d) the statutory declarations made for the purpose of section 155 of the Act in the prescribed form by all of the directors of each of the companies listed in Part I of Schedule 3 (with the exception of Newco) together with a Certified Copy of each statutory report by the auditors of each of those companies required under section 156(4) of the Act and a special resolution of the members of Aspen; andParent Loan Agreement; (e) the register Memorandum of directors of each of the companies listed in Part I of Schedule 3 and the register of members of AspenRepayment; (f) each a valuation by Messrs Xxxxxxx Xxxxx Hampton addressed to the Initial Client of the following documents duly executed by the parties thereto:property at Xxxxxx Xxxx, Xxxxx, Xxxxxx; (ig) the Acquisition Documents;; and (iih) the Disclosure Letter; (iii) Employment Contract; and.