FOR AN ADDITIONAL OBLIGOR. Corporate documentation
1. An Accession Agreement, duly entered into by the Company and the Additional Obligor.
2. A copy of the constitutional documents of the Additional Obligor.
3. A copy of a resolution of the board of directors of the Additional Obligor 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 Obligor 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 required by law, a copy of a resolution of the relevant holders of its issued or allotted shares, approving the terms of, and the transactions contemplated by, the Accession Agreement.
6. If required by law, 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 Obligor:
(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.
8. For each Additional Obligor incorporated or formed in the United States, a good standing certificate (including verification of tax status) issued as of a recent date by the appropriate government authority in its jurisdiction of incorporation or formation.
9. If available, a copy of the latest audited accounts of the Additional Obligor.
10. Evidence that the agent of the Additional Obligor under the Finance Documents for service of process in England and Wales has accepted its appointment.
11. A legal opinion of Xxxxx & Xxxxx LLP, legal advisers to the Facility Agent, addressed to the Finance Parties.
12. If the Additional Obligor 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. Evidence that all expenses due and payable from the Company under this Agreement in respect of the Accession Agreement have been paid.
14. Such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) in order for the Facility Agent or such Lender to carry out and be satisfied it has complied wit...
FOR AN ADDITIONAL OBLIGOR. Additional Obligors
1. An Accession Deed, duly executed by the Company and the Additional Obligor.
2. A copy of the constitutional documents of the Additional Obligor.
3. A copy of a resolution of the board of directors of the Additional Obligor approving the terms of, and the transactions contemplated by, the Accession Deed.
4. A specimen of the signature of each person authorised on behalf of the Additional Obligor 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. or (if required by its articles of association) The Netherlands, a copy of a resolution, signed by all of the holders of its issued or allotted shares, approving the terms of, and the transactions contemplated by, the Accession Deed.
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 Obligor:
(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 Deed.
8. If available, a copy of the latest audited accounts of the Additional Obligor.
9. Evidence that the agent of the Additional Obligor under the Finance Documents for service of process in New York has accepted its appointment.
1. Security Document(s) over its assets, duly executed by the Additional Obligor.
2. A copy of any notices required to be sent under the Security Document(s).
3. A copy of all transfers, share certificates, duly executed stock transfer forms or equivalent relating to assets charged by the Security Documents, if applicable.
4. A copy of the title deeds, if applicable.
5. Evidence that the procedure contemplated by sections 155-158 of the Companies Xxx 0000 has been completed in relation to any relevant Finance Document, if applicable.
1. A legal opinion of Xxxxx & Xxxxx, legal advisers to the Facility Agent, addressed to the Finance Parties.
2. If the Additional Obligor is incorporated in a jurisdiction other than England, a legal opinion from legal advisers in that jurisdiction, acceptable to the Facility Agent and addressed to the Finance Partie...
FOR AN ADDITIONAL OBLIGOR. Additional Obligors
FOR AN ADDITIONAL OBLIGOR. Additional Obligors
1. An Accession Agreement, duly executed by the Company and the Additional Obligor.
2. A copy of the constitutional documents of the Additional Obligor.
3. A copy of a resolution of the board of directors of the Additional Obligor 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 Obligor 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. In the case of an Additional Guarantor incorporated in Switzerland, a copy of a resolution of the shareholders of that Additional Guarantor approving the terms of, and the transactions contemplated by, the Accession Agreement and the Finance Documents.
8. A certificate of an authorised signatory of the Additional Obligor:
(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.
9. If available, a copy of the latest audited accounts of the Additional Obligor.
10. If the Additional Obligor is incorporated in a jurisdiction other than England, evidence that the agent of the Additional Obligor under the Finance Documents for service of process in England and Wales has accepted its appointment. Legal opinions
11. A legal opinion of Xxxxx & Overy, legal advisers to the Facility Agent, addressed to the Finance Parties.
12. If the Additional Obligor 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 authorisati...
FOR AN ADDITIONAL OBLIGOR. Additional Obligors
1. An Accession Agreement, duly entered into by the Company and the Additional Obligor.
2. A certified copy of the constitutional documents including, where applicable, a certified excerpt from the commercial register (Handelsregister), of the Additional Obligor.
3. If applicable, a copy of a resolution of the board of directors of the Additional Obligor 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 Obligor 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. A certificate of an authorised signatory of the Additional Obligor 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 Obligor.
7. Evidence that the agent of the Additional Obligor under the Finance Documents for service of process in Germany has accepted its appointment.
1. If the Additional Obligor is incorporated in a jurisdiction other than Germany, a legal opinion from legal advisers in that jurisdiction, addressed to the Finance Parties.
2. A legal opinion of Axxxx & Overy LLP, legal advisers in Germany 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. To: [[FACILITY AGENT] as Facility Agent] / [SWINGLINE AGENT] as Swingline Agent] From: [l] Date: [l] MERCK KGaA — €16,100,000,000 Credit Agreement dated [13 March], 2006 (the Agreement)
1. We refer to the Agreement. This is a Request.
2. We wish to borrow a [[A] [B] [C] Term Loan/Revolving Credit Loan/Swingline Loan]1 on the following terms:
(a) Utilisation Date: [l]
(b) Amount/currency: [l]
(c) Term: [l].
3. Our payment instructions are: [l].
4. We confirm that:
(a) each condition precedent under the Agreement which must be satisfied ...
FOR AN ADDITIONAL OBLIGOR
