FOR AN ADDITIONAL BORROWER Sample Clauses
FOR AN ADDITIONAL BORROWER. Additional Borrowers
FOR AN ADDITIONAL BORROWER. Additional Borrowers
1. An Accession Agreement, duly executed by the Company and the Additional Borrower.
2. A copy of the memorandum and articles of association, certificate of incorporation and certificate of incorporation on change of name (if any) or any other constitutional document of each Additional Borrower including, for any Additional Borrower incorporated in France, a K-bis extract from the Trade and Companies Registry related to it.
3. A copy of a resolution of the board of directors of the Additional Borrower approving the terms of, and the transactions contemplated by, the Accession Agreement.
4. A certificate of the chief financial officer of the Additional Borrower certifying that utilisation of the Facility in full would not cause any borrowing limit binding on the Additional Borrower to be exceeded.
5. A certificate of an authorised signatory of the Additional Borrower certifying:
(a) that each document delivered under this Part 2 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of Accession Agreement;
(b) that the execution of and assumption of its obligations under the Finance Documents will not result in any breach of any restriction binding on it;
(c) as to the identify and specimen signatures of its directors and signatories;
(d) that no Default is outstanding relating to it; and
(e) that the representations and warranties made by it in the Finance Documents and the representation and warranty set out in Clause 18.23 (Solvency of Obligors) as if set out in the certificate in full in each case on the date of that certificate by reference to the facts and circumstances then subsisting are correct.
6. A copy of the latest audited accounts of the Additional Borrower.
7. Evidence that the agent of the Additional Borrower under the Finance Documents for service of process in England and Wales has accepted its appointment.
1. At least 2 copies (or, if required in the relevant jurisdiction, such additional copies as are requested by the Finance Parties) of the Security Documents to be entered into in accordance with the Agreed Security Principles, each duly executed by the parties to it.
2. Registration requirements of Security Documents effected.
3. Documents necessary for perfection of Security Documents.
4. A copy of all notices required to be sent under the Security Documents.
5. A copy of all transfers, share certificates and stock transfer forms or equivalent relating to assets ch...
FOR AN ADDITIONAL BORROWER. Corporate documentation
1. An Accession Agreement, duly entered into by the Company and the Additional Borrower.
2. A copy of the constitutional documents of the Additional Borrower.
3. A copy of a resolution of the board of directors of the Additional Borrower approving the terms of, and the transactions contemplated by, the Accession Agreement.
4. If applicable, a copy of a resolution signed by all the holders of the issued shares in the Additional Borrower, approving the terms of, and the transactions contemplated by, the Accession Agreement to which the Additional Borrower becomes a party.
5. A copy of a resolution of a supervisory board, if any, of the Additional Borrower approving the terms of, and the transactions contemplated by, the Accession Agreement to which the Additional Borrower becomes a party.
6. Any other necessary action to authorise the Additional Borrower becoming a party to the Accession Agreement.
7. A specimen of the signature of each person authorised on behalf of the Additional Borrower to enter into or witness the entry into of any Finance Document or to sign or send any document or notice in connection with any Finance Document.
8. A certificate of an authorised signatory of the Additional Borrower certifying that each copy document specified in Part 3 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Agreement.
9. If available or if required by law, a copy of the latest audited accounts of the Additional Borrower.
10. Evidence that the agent of the Additional Borrower under the Finance Documents for service of process in England and New York has accepted its appointment.
11. In the case of any Additional Borrower incorporated in Ireland, a certificate of an authorised signatory of the Company confirming that the Additional Borrower and each other Obligor are members of the same group of companies consisting of a holding company and its subsidiaries within the meaning of and for the purposes of section 155 of the Companies ▇▇▇ ▇▇▇▇ of Ireland and section 35 of the Companies ▇▇▇ ▇▇▇▇ of Ireland.
12. If the Additional Borrower is incorporated in a jurisdiction other than England and Wales, a legal opinion from legal advisers in that jurisdiction, addressed to the Finance Parties.
13. A legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, Paris, legal advisers in England and Wales to the Facility Agent, addressed to the Finance Parties.
14. Evidence that all expenses due and pa...
FOR AN ADDITIONAL BORROWER. Additional Borrowers
1. An Accession Agreement, duly executed by the Company and the Additional Borrower.
2. A copy of the constitutional documents of the Additional Borrower.
3. A copy of a resolution of the board of directors of the Additional Borrower approving the terms of, and the transactions contemplated by, the Accession Agreement.
4. A specimen of the signature of each person authorised on behalf of the Additional Borrower to execute or witness the execution of any Finance Document or to sign or send any document or notice in connection with any Finance Document.
5. A certificate of an authorised signatory of the Additional Borrower:
(a) confirming that utilising the Total Commitments in full would not breach any limit binding on it; and
(b) certifying that each copy document specified in Part 2 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Agreement.
6. If available, a copy of the latest audited accounts of the Additional Borrower.
7. If the Additional Borrower is incorporated in a jurisdiction other than England, evidence that the agent of the Additional Borrower under the Finance Documents for service of process in England and Wales has accepted its appointment.
8. A legal opinion of White & Case LLP, legal advisers to the Facility Agent, addressed to the Finance Parties.
9. If the Additional Borrower is incorporated in a jurisdiction other than England, a legal opinion from legal advisers to such Additional Borrower in that jurisdiction, addressed to the Finance Parties.
10. Evidence that all expenses due and payable from the Company under this Agreement in respect of the Accession Agreement have been paid.
11. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified the Company is necessary in connection with the entry into and performance of, and the transactions contemplated by, the Accession Agreement or for the validity and enforceability of any Finance Document. SCHEDULE 3
PART 1 FORM OF REQUEST FOR LOANS Mittal Steel Company N.V. - €2,800,000,000 Bridge Facility Agreement
1. We refer to the Agreement. This is a Request.
2. We wish to borrow a Loan on the following terms:
(a) Utilisation Date: [ ]
(b) Amount/currency: [ ]
(c) Term: [ ].
3. Our payment instructions are: [ ].
4. We confirm that each condition precedent under the Agreement which must be satisfied on the date of this Request is so satisfied.
5. T...
FOR AN ADDITIONAL BORROWER. Additional Borrowers
1. An Accession Agreement, duly entered into by the Guarantor and the Additional Borrower.
2. A copy of the constitutional documents of the Additional Borrower including a copy of an extract of the registration with the Crossroads Bank for Enterprises for each Additional Obligor incorporated in Belgium.
3. A copy of a resolution of the board of directors of the Additional Borrower approving the terms of, and the transactions contemplated by, the Accession Agreement.
4. A copy of a resolution of an extraordinary meeting of the shareholders of each Additional Obligor incorporated in Belgium approving the change of control provisions in this Agreement and evidence that an extract of the resolution has been filed in accordance with Article 556 of the Belgian Company Code.
5. A specimen of the signature of each person authorised on behalf of the Additional Borrower to enter into or witness the entry into of any Finance Document or to sign or send any document or notice in connection with any Finance Document.
6. A certificate of an authorised signatory of the Additional Borrower certifying that each copy document specified in Part 2 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Agreement.
7. If available, a copy of the latest audited or (as the case may be) unaudited accounts of the Additional Borrower.
8. Evidence that any process agent referred to in Clause 38.2 (Service of process) has accepted its appointment in relation to the Additional Borrower.
FOR AN ADDITIONAL BORROWER
FOR AN ADDITIONAL BORROWER