FOR AN ADDITIONAL GUARANTOR Clause Samples
The "For an Additional Guarantor" clause establishes the terms under which an extra party may be added as a guarantor to an existing agreement. This clause typically outlines the process for designating a new guarantor, the obligations that the additional guarantor will assume, and any requirements for documentation or consent from other parties. By providing a clear mechanism for adding guarantors, the clause enhances the security of the agreement for the beneficiary and addresses situations where increased assurance or credit support is needed.
FOR AN ADDITIONAL GUARANTOR. Corporate documentation
1. An Accession Agreement, duly entered into by the Borrower and the Additional Guarantor.
2. A copy of the constitutional documents of the Additional Guarantor.
3. A copy of a resolution of the board of directors and, if applicable, all the shareholders of the Additional Guarantor approving the terms of, and the transactions contemplated by, the Accession Agreement.
4. A Director’s Certificate for each Additional Guarantor substantially in the form of Part 3 of this Schedule.
5. A copy of the latest audited accounts of the Additional Guarantor (or unaudited if audited accounts are not available).
6. If the Additional Guarantor is not incorporated in Hong Kong, evidence that the agent of the Additional Guarantor under the Finance Documents for service of process in Hong Kong has accepted its appointment.
1. If the Additional Guarantor is incorporated in a jurisdiction other than Hong Kong, a legal opinion from legal advisers in that jurisdiction, addressed to the Finance Parties.
2. A legal opinion of legal advisers in Hong Kong to the Facility Agent, addressed to the Finance Parties.
1. Evidence that all expenses due and payable from the Borrowers under this Agreement in respect of the Finance Documents entered into in respect of the accession of the Additional Guarantor have been paid.
2. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent (as advised by legal counsel) has notified the Borrower is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Finance Documents entered into in respect of the accession of the Additional Guarantor or for the validity and enforceability of any such Finance Document.
FOR AN ADDITIONAL GUARANTOR. Corporate documentation
1. An Accession Agreement, duly entered into by the Company and the Additional Guarantor.
2. A copy of the constitutional documents of the Additional Guarantor.
3. A copy of a resolution of the board of directors and a resolution of the shareholders (if applicable) of the Additional Guarantor approving the terms of, and the transactions contemplated by, the Accession Agreement and each other Finance Document to which it is a party, and in case of an Additional Guarantor which is a Dutch Obligor, if there is a conflict of interest (tegenstrijdig belang) designating each member of the board of directors of that Additional Guarantor and any attorney-in-fact to whom a power of attorney has, or will be granted, in connection with the transactions contemplated by the Accession Agreement and each other Finance Documents, as a special representative.
4. A specimen of the signature of each person authorised on behalf of the Additional Guarantor 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.
5. If applicable, an unconditional positive works council advice (advies) in respect of the transactions contemplated by the Accession Agreement and each other Finance Document.
6. If the Additional Guarantor is organized or incorporated in the United States, a certificate of good standing issued as of a recent date by the relevant government authority, and a representation made by the Company or the Additional Guarantor verifying the tax status of the Additional Guarantor.
7. A certificate of an authorised signatory of the Additional Guarantor 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.
8. If available, a copy of the latest audited accounts of the Additional Guarantor.
9. Evidence that the agent of the Additional Guarantor under the Finance Documents for service of process in England and Wales has accepted its appointment.
10. A legal opinion from legal advisers in the jurisdiction of incorporation of the Additional Guarantor to the Facility Agent, addressed to the Finance Parties.
11. A legal opinion of ▇▇▇▇▇ & Overy LLP, legal advisers in England and Wales to the Facility Agent, addressed to the Finance Parties.
12. If the Additional Guarantor is organized or incorporated in the United States, a legal opinion fro...
FOR AN ADDITIONAL GUARANTOR. Additional Guarantors
1. An Accession Agreement, duly executed by the Company and the Additional Guarantor.
2. A copy of the constitutional documents of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor 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 Guarantor 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. In the case of an Additional Guarantor incorporated in the U.K., a copy of a resolution, signed by all (or any lower percentage agreed by the Facility Agent) of the holders of its issued or allotted shares, approving the terms of, and the transactions contemplated by, the Accession Agreement.
6. If applicable, a copy of a resolution of the board of directors of each corporate shareholder in the Additional Guarantor approving the resolution referred to in paragraph 5 above.
7. A certificate of an authorised signatory of the Additional Guarantor:
(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 II 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.
8. If available, a copy of the latest audited accounts of the Additional Guarantor. Security Document(s)
1. Security Document(s) over its assets, duly executed by the Additional Guarantor.
2. A copy of any notices required to be sent under the Security Document(s).
3. Evidence that the procedure contemplated by sections 155-158 of the Companies Act 1985 has been completed in rel▇▇▇▇▇ ▇o any relevant Finance Document.
4. Evidence of insurance cover in compliance with this Agreement. Legal opinions
1. A legal opinion of Allen & Overy, legal advisers to the ▇▇▇▇▇ity Agent, addressed to the Finance Parties.
2. If the Additional Guarantor is incorporated in a jurisdiction other than England, a legal opinion from legal advisers in that jurisdiction, addressed to the Finance Parties. Other documents and evidence
1. Evidence that all expenses due and payable from the Company under this Agreement in respect of the Accession Agreement have been paid.
2. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has no...
FOR AN ADDITIONAL GUARANTOR. Additional Guarantors
1. An Accession Agreement, duly executed by the Company and the Additional Guarantor.
2. A copy of the constitutional documents of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor 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 Guarantor 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 Guarantor
(a) 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;
(b) confirming that guaranteeing the Total Commitments in full would not breach any limit in its memorandum or articles of association binding on it.
6. If available, a copy of the latest audited accounts of the Additional Guarantor.
7. Evidence that the agent of the Additional Guarantor under the Finance Documents for service of process in England and Wales has accepted its appointment. A legal opinion of:
(a) legal advisers to the Agent in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties; and.
(b) ▇▇▇▇▇ & ▇▇▇▇▇ LLP, legal advisers in England to the Facility Agent, addressed to the Finance Parties.
1. Evidence that all expenses due and payable from the Company under this Agreement in respect of the Accession Agreement have been paid.
2. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified the Company is necessary or desirable 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.
FOR AN ADDITIONAL GUARANTOR. Documents and evidence to be delivered in respect of a Subsidiary of the Company Corporate documentation
FOR AN ADDITIONAL GUARANTOR. 1. Documents and evidence to be delivered in respect of a Subsidiary of the Company Corporate documentation
(a) In the case of each Additional Guarantor, an Additional Guarantor Accession Agreement, duly entered into by the Company and the Additional Guarantor.
(b) In the case of each Additional Guarantor, an Accession Agreement, duly entered into by the Additional Guarantor in its capacity as an Obligor.
(c) A copy of the constitutional documents of the Additional Guarantor and each holder of the issued or allotted shares in Additional Guarantor (an Additional Guarantor Shareholder).
(d) A copy of a resolution of the board of directors of the Additional Guarantor and each Additional Guarantor Shareholder approving the terms of, the transactions contemplated by, and the execution, delivery and performance of the Finance Documents to which it is a party.
(e) A specimen of the signature of each person authorised on behalf of the Additional Guarantor and each Additional Guarantor Shareholder 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.
(f) A copy of a resolution signed by all of the holders of the issued or allotted shares in Additional Guarantor and, if applicable, each Additional Guarantor Shareholder approving the terms of, the transaction contemplated by, and the execution, delivery and performance of the Finance Documents to which it is a party.
(g) A certificate of an authorised signatory of the Additional Guarantor and each Additional Guarantor Shareholder certifying that each copy document specified in Part 1 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Additional Guarantor Accession Agreement.
(h) If available, a copy of the latest audited accounts of the Additional Guarantor.
(i) Evidence that the agent of the Additional Guarantor and each Additional Guarantor Shareholder under the Finance Documents for service of process in England has accepted its appointment.
(a) Security Documents over the shares of the Additional Guarantor, duly entered into by each Additional Guarantor Shareholder.
(b) A copy of all notices required to be sent and other documents required to be executed under the Security Documents referred to in paragraph (a) above.
(c) All share certificates, duly executed and stamped stock transfer forms and other documents of title required to be provided under the Security...
FOR AN ADDITIONAL GUARANTOR. Additional Guarantors
FOR AN ADDITIONAL GUARANTOR