Obligors. (a) All communications under the Finance Documents to or from an Obligor must be sent through the Facility Agent.
(b) All communications under the Finance Documents to or from an Obligor (other than the Company) must be sent through the Company.
(c) Each Obligor (other than the Company) irrevocably appoints the Company to act as its agent:
(i) to give and receive all communications under the Finance Documents;
(ii) to supply all information concerning itself to any Finance Party; and
(iii) to sign all documents under or in connection with the Finance Documents.
(d) Any communication given to the Company in connection with a Finance Document will be deemed to have been given also to the other Obligors.
(e) The Facility Agent may assume that any communication made by the Company is made with the consent of each other Obligor.
Obligors. (a) A copy of the articles of association of each Obligor and each Existing Security Provider.
(b) A copy of a resolution of the board of directors or managers of each Obligor and each Existing Security Provider approving the terms of, and the transactions contemplated by, this Agreement and any other Finance Documents to which it is, or will become, a party.
(c) A specimen of the signature of each person authorised on behalf of an Obligor and each Existing Security Provider to execute or witness the execution of this Agreement and any other Finance Document or to sign or send any document or notice in connection with this Agreement and any other Finance Document.
(d) An up-to-date extract from the Luxembourg Trade and Companies Register in respect of the Borrower under the Term Loan AB Facility.
(e) An up-to-date negative certificate (certificat de non-inscription d’une décision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under the Term Loan AB Facility.
(f) A copy of the minutes of the shareholders’ meeting of each Belgian Obligor and each Belgian Existing Security Provider (other than Telenet Group Holding NV):
(i) approving for the purposes of article 556 of the Belgian Companies Act, the terms of and transactions contemplated by this Agreement; and
(ii) authorising named persons to fulfil the formalities with the Registry of the Commercial Court of the registered office of such Obligor or Existing Security Provider following the decision taken in accordance with the above.
(g) A certificate of an authorised signatory of the Borrower under the Term Loan AB Facility:
(i) confirming that utilising the Total Commitments (including the Term Loan AB Facility Commitment) in full would not breach any limit binding on any Obligor; and
(ii) certifying that each copy document specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
(h) A copy of the most recent annual accounts of the Borrower or, in the absence thereof, a copy of the opening balance sheet of the Borrower under the Term Loan AB Facility.
(i) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment.
(j) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.
Obligors. No Obligor may transfer any of his or her rights or obligations under this Agreement or the Collateral Documents without the prior written consent of the Lender.
Obligors. (a) A copy of the constitutional documents of each Obligor.
(b) A copy of a resolution of the board of directors of each Obligor:
(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party;
(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.
(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents.
(d) If applicable, a copy of a resolution signed by all the holders of the issued shares in each Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which the relevant Borrower is a party.
(e) If applicable, a copy of a resolution of the board of directors of each corporate shareholder of the Guarantor approving the terms of the resolution referred to in paragraph (d) above.
(f) A certificate of each Obligor (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guarantee or similar limit binding on that Borrower to be exceeded.
(g) A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.
Obligors. No Obligor may assign or transfer any of its rights (if any) or obligations under this Agreement.
Obligors. None of the Receivables is due from any Person which does not have a mailing address in the United States of America. No Receivable is due from the United States of America or any State or from any agency, department, instrumentality or political subdivision thereof.
Obligors. (a) A copy of the constitutional documents of each Obligor or a certificate of an authorised signatory confirming that the constitutional documents previously delivered to the Facility Agent for the purposes of the Original Facility Agreement have not been amended and remain in full force and effect.
(b) A copy of a resolution of the board of directors of each Obligor:
(i) approving the terms of, and the transactions contemplated by this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 to which it is a party and resolving that it execute, deliver and perform this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 to which it is a party;
(ii) authorising a specified person or persons to execute this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 to which it is a party; and
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 to which it is a party.
(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.
(d) A certificate of each Obligor (signed by a director or, in the case of the Guarantor only, by an executive officer) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security or similar limit binding on that Obligor to be exceeded.
(e) A certificate of an authorised signatory of the relevant Obligor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.
(f) In respect of the Company:
(i) an up-to-date extract from the Dutch trade register (handelsregister) relating to it dated no earlier than five Business Days prior to the date of this Agreement;
(ii) if applicable, a copy of a resolution of its board of supervisory directors approving the execution of, and the terms of, and the transactions contemplated by, the Finance Documents; and
(iii) if appli...
Obligors. 1.1 A copy of the constitutional documents of each Obligor.
1.2 A copy of a resolution of the board of directors of each Obligor:
(a) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a Party and resolving that such Obligor execute the Finance Documents to which it is a Party;
(b) authorising a specified person or persons to execute the Finance Documents to which such Obligor is a Party on its behalf; and
(c) authorising a specified person or persons, on such Obligor’s behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by such Obligor under or in connection with the Finance Documents to which it is a Party.
1.3 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above.
1.4 A certificate of each Obligor (signed by a director or other duly authorised officer) confirming that entering into and performing its obligations under the Finance Documents would not cause any borrowing, guaranteeing or similar limit binding on such Obligor to be exceeded.
1.5 A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this paragraph 1 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
1.6 Where any Finance Document is executed under a power of attorney, the original or a certified copy of such power of attorney.
1.7 For each Obligor organised in or qualified to do business in a jurisdiction of the United States, copies of good standing certificates from the applicable Governmental Authority for each such Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the date hereof.
1.8 For the Account Party and the Guarantor, results of UCC or other lien searches to be conducted with the relevant Governmental Authority, as requested by the Agent.
1.9 UCC-1 financing statements in form and substance acceptable to the Agent, suitable for filing with each Governmental Authority that the Agent deems reasonably necessary for purposes of perfecting the security interests granted in favour of the Security Trustee, reflecting the Account Party as “debtor” and the Security Trustee as “secured party”.
