Common use of Obligors Clause in Contracts

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.

Appears in 1 contract

Samples: Accession Agreement (Liberty Global PLC)

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Obligors. (a) An Accession Agreement duly executed by (amongst others) the Company and the Borrower. (b) A copy of the articles of association of each Obligor and each Existing Security Provider. (bc) A copy of a resolution of the board of directors or managers of each Obligor and each Existing Security Provider (except for Telenet Vlaanderen NV) 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. (cd) 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. (de) An up-to-date extract from the Luxembourg Trade and Companies Register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (ef) An A up-to-date negative certificate (certificat de non-inscription d’une décision decision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the Borrower. (fg) A copy of the minutes of the shareholders’ meeting of each Belgian Obligor and each Belgian Existing Security Provider (other than except for 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. (gh) A certificate of an authorised signatory of the Borrower under the Term Loan AB FacilityBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AB I Facility CommitmentCommitments) 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. (hi) A copy of the most recent annual latest audited accounts of the Borrower or, in the absence thereof, a copy of the opening balance sheet of the Borrower under the Term Loan AB FacilityBorrower. (ij) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment. (jk) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Samples: Telenet Additional Facility I Accession Agreement (Liberty Global, Inc.)

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 or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (e) An A up-to-date negative certificate (certificat de non-inscription d’une décision decision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the Borrower. (f) A copy of the minutes of the shareholders’ meeting of each Belgian Obligor and each Belgian Existing Security Provider (other than except for 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 FacilityBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AB Q Facility CommitmentCommitments) 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 latest audited accounts of the Borrower or, in the absence thereof, a copy of the opening balance sheet of the Borrower under the Term Loan AB FacilityBorrower. (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.

Appears in 1 contract

Samples: Accession Agreement (Liberty Global, Inc.)

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 or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (e) An A up-to-date negative certificate (certificat de non-inscription d’une décision d'une decision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the Borrower. (f) A copy of the minutes of the shareholders' meeting of each Belgian Obligor and each Belgian Existing Security Provider (other than except for 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 FacilityBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AB T Facility CommitmentCommitments) 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 latest audited accounts of the Borrower or, in the absence thereof, a copy of the opening balance sheet of the Borrower under the Term Loan AB FacilityBorrower. (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.

Appears in 1 contract

Samples: Term Loan T Facility Agreement (Liberty Global, Inc.)

Obligors. (a) A copy of the articles of association or equivalent constitutional documents of each Obligor and each Existing Security Provider. (b) A copy of a resolution of the board of directors or managers equivalent 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 each 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 each Obligor and each Existing Security Provider incorporated in Luxembourg or, to the Borrower under extent such Obligor or Existing Security Provider is not registered with the Term Loan AB FacilityLuxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (e) An up-to-date negative certificate (certificat de non-inscription d’une décision judicaired'une decision judiciaire) issued by the Luxembourg Trade and Companies register in respect of each Obligor and each Existing Security Provider incorporated in Luxembourg or, to the Borrower under extent such Obligor or Existing Security Provider is not registered with the Term Loan AB FacilityLuxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable). (f) A copy of the minutes of the shareholders' meeting of each Belgian Obligor and each Belgian Existing Security Provider in the form of a limited liability company (other than naamloze vennootschap) (except for 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 FacilityCompany: (i) confirming that utilising the Total Commitments (including the Term Loan AB AH Facility CommitmentCommitments) in full would not breach any limit binding on any ObligorObligor or Existing Security Provider; 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.

Appears in 1 contract

Samples: Telenet Additional Facility Ah Accession Agreement (Liberty Global PLC)

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 or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (e) An A up-to-date negative certificate (certificat de non-inscription d’une décision d'une decision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the Borrower. (f) A copy of the minutes of the shareholders' meeting of each Belgian Obligor and each Belgian Existing Security Provider (other than except for 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 FacilityBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AB Q2 Facility CommitmentCommitments) 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 latest audited accounts of the Borrower or, in the absence thereof, a copy of the opening balance sheet of the Borrower under the Term Loan AB FacilityBorrower. (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.

Appears in 1 contract

Samples: Accession Agreement (Liberty Global, Inc.)

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 FacilityBorrower. (e) An A up-to-date negative certificate (certificat de non-inscription d’une décision decision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under the Term Loan AB FacilityBorrower. (f) A copy of the minutes of the shareholders’ meeting of each Belgian Obligor and each Belgian Existing Security Provider (other than except for 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 FacilityBorrower: (i) confirming that utilising the Total Commitments (including the Term Revolving Loan AB S Facility CommitmentCommitments) 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 latest audited accounts of the Borrower or, in the absence thereof, a copy of the opening balance sheet of the Borrower under the Term Loan AB FacilityBorrower. (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.

Appears in 1 contract

Samples: Revolving Loan Facility Agreement (Liberty Global, Inc.)

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 V 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 V 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 V Facility: (i) confirming that utilising the Total Commitments (including the Term Loan AB V 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 V 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.. 31558624_3

Appears in 1 contract

Samples: Telenet Additional Facility v Accession Agreement (Liberty Global, Inc.)

Obligors. (a) An Accession Agreement duly executed by (amongst others) the Company and the Borrower. (b) A copy of the articles of association of each Obligor and each Existing Security Provider. (bc) A copy of a resolution of the board of directors or managers of each Obligor and each Existing Security Provider (except for Telenet Vlaanderen NV) 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. (cd) 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. (de) An up-to-date extract from the Luxembourg Trade and Companies Register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (ef) An A up-to-date negative certificate (certificat de non-inscription d’une décision decision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the Borrower. (fg) A copy of the minutes of the shareholders’ meeting of each Belgian Obligor and each Belgian Existing Security Provider (other than except for 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. (gh) A certificate of an authorised signatory of the Borrower under the Term Loan AB FacilityBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AB G Facility CommitmentCommitments) 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. (hi) A copy of the most recent annual latest audited accounts of the Borrower or, in the absence thereof, a copy of the opening balance sheet of the Borrower under the Term Loan AB FacilityBorrower. (ij) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment. (jk) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Samples: Accession Agreement (Liberty Global, Inc.)

Obligors. (a) A copy of the articles of association or equivalent constitutional documents of each Obligor and each Existing Security Provider. (b) A copy of a resolution of the board of directors or managers equivalent 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 each 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 each Obligor and each Existing Security Provider incorporated in Luxembourg or, to the Borrower under extent such Obligor or Existing Security Provider is not registered with the Term Loan AB FacilityLuxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (e) An up-to-date negative certificate (certificat de non-inscription d’une décision judicaired'une decision judiciaire) issued by the Luxembourg Trade and Companies register in respect of each Obligor and each Existing Security Provider incorporated in Luxembourg or, to the Borrower under extent such Obligor or Existing Security Provider is not registered with the Term Loan AB FacilityLuxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable). (f) A copy of the minutes of the shareholders' meeting of each Belgian Obligor and each Belgian Existing Security Provider in the form of a limited liability company (other than naamloze vennootschap) (except for 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 FacilityCompany: (i) confirming that utilising the Total Commitments (including the Term Loan AB AI2 Facility CommitmentCommitments) in full would not breach any limit binding on any ObligorObligor or Existing Security Provider; 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.

Appears in 1 contract

Samples: Telenet Additional Facility Ai2 Accession Agreement (Liberty Global PLC)

Obligors. (a) A copy of the articles of association or equivalent constitutional documents of each Obligor and each Existing Security Provider. (b) A copy of a resolution of the board of directors or managers equivalent 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 each 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 each Obligor and each Existing Security Provider incorporated in Luxembourg or, to the Borrower under extent such Obligor or Existing Security Provider is not registered with the Term Loan AB FacilityLuxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (e) An up-to-date negative certificate (certificat de non-inscription d’une décision judicaired'une decision judiciaire) issued by the Luxembourg Trade and Companies register in respect of each Obligor and each Existing Security Provider incorporated in Luxembourg or, to the Borrower under extent such Obligor or Existing Security Provider is not registered with the Term Loan AB FacilityLuxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable). (f) A copy of the minutes of the shareholders' meeting of each Belgian Obligor and each Belgian Existing Security Provider in the form of a limited liability company (other than naamloze vennootschap) (except for 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 FacilityCompany: (i) confirming that utilising the Total Commitments (including the Term Loan AB AE Facility CommitmentCommitments) in full would not breach any limit binding on any ObligorObligor or Existing Security Provider; 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.

Appears in 1 contract

Samples: Telenet Additional Facility Ae Accession Agreement (Liberty Global PLC)

Obligors. (a) An Accession Agreement duly executed by (amongst others) the Company and the Borrower. (b) A copy of the articles of association of each Obligor and each Existing Security Provider. (bc) A copy of a resolution of the board of directors or managers of each Obligor and each Existing Security Provider (except for Telenet Vlaanderen NV) 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. (cd) 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. (de) An up-to-date extract from the Luxembourg Trade and Companies Register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (ef) An A up-to-date negative certificate (certificat de non-inscription d’une décision decision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the Borrower. (fg) A copy of the minutes of the shareholders’ meeting of each Belgian Obligor and each Belgian Existing Security Provider (other than except for 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. (gh) A certificate of an authorised signatory of the Borrower under the Term Loan AB FacilityBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AB H Facility CommitmentCommitments) 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. (hi) A copy of the most recent annual latest audited accounts of the Borrower or, in the absence thereof, a copy of the opening balance sheet of the Borrower under the Term Loan AB FacilityBorrower. (ij) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment. (jk) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Samples: Accession Agreement (Liberty Global, Inc.)

Obligors. (a) A copy of the articles of association or equivalent constitutional documents of each Obligor and each Existing Security Provider. (b) A copy of a resolution of the board of directors or managers equivalent 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 any Obligor or Existing Security Provider incorporated in Luxembourg or, to the Borrower under extent such Obligor or Existing Security Provider is not registered with the Term Loan AB FacilityLuxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (e) An up-to-date negative certificate (certificat de non-inscription d’une décision judicaired'une decision judiciaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg or, to the Borrower under extent such Obligor or Existing Security Provider is not registered with the Term Loan AB FacilityLuxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable). (f) A copy of the minutes of the shareholders' meeting of each Belgian Obligor and each Belgian Existing Security Provider in the form of a limited liability company (other than naamloze vennootschap) (except for 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 FacilityCompany: (i) confirming that utilising the Total Commitments (including the Term Loan AB AD Facility CommitmentCommitments) 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.

Appears in 1 contract

Samples: Telenet Additional Facility Ad Accession Agreement (Liberty Global PLC)

Obligors. (a) A copy of the articles of association or equivalent constitutional documents of each Obligor and each Existing Security Provider. (b) A copy of a resolution of the board of directors or managers equivalent 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 each 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 each Obligor and each Existing Security Provider incorporated in Luxembourg or, to the Borrower under extent such Obligor or Existing Security Provider is not registered with the Term Loan AB FacilityLuxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (e) An up-to-date negative certificate (certificat de non-inscription d’une décision judicaired'une decision judiciaire) issued by the Luxembourg Trade and Companies register in respect of each Obligor and each Existing Security Provider incorporated in Luxembourg or, to the Borrower under extent such Obligor or Existing Security Provider is not registered with the Term Loan AB FacilityLuxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable). (f) A copy of the minutes of the shareholders' meeting of each Belgian Obligor and each Belgian Existing Security Provider in the form of a limited liability company (other than naamloze vennootschap) (except for 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 FacilityCompany: (i) confirming that utilising the Total Commitments (including the Term Loan AB AF Facility CommitmentCommitments) in full would not breach any limit binding on any ObligorObligor or Existing Security Provider; 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.

Appears in 1 contract

Samples: Telenet Additional Facility Af Accession Agreement (Liberty Global PLC)

Obligors. (a) An Accession Agreement duly executed by (amongst others) the Company and the Borrower. (b) A copy of the articles of association of each Obligor and each Existing Security Provider. (bc) A copy of a resolution of the board of directors or managers of each Obligor and each Existing Security Provider (except for Telenet Vlaanderen NV) 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. (cd) 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. (de) An up-to-date extract from the Luxembourg Trade and Companies Register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (ef) An A up-to-date negative certificate (certificat de non-inscription d’une décision decision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the Borrower. (fg) A copy of the minutes of the shareholders’ meeting of each Belgian Obligor and each Belgian Existing Security Provider (other than except for 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. (gh) A certificate of an authorised signatory of the Borrower under the Term Loan AB FacilityBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AB J Facility CommitmentCommitments) 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. (hi) A copy of the most recent annual latest audited accounts of the Borrower or, in the absence thereof, a copy of the opening balance sheet of the Borrower under the Term Loan AB FacilityBorrower. (ij) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment. (jk) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Samples: Telenet Additional Facility J Accession Agreement (Liberty Global, Inc.)

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 or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (e) An A up-to-date negative certificate (certificat de non-inscription d’une décision decision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the Borrower. (f) A copy of the minutes of the shareholders’ meeting of each Belgian Obligor and each Belgian Existing Security Provider (other than except for 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 FacilityBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AB R Facility CommitmentCommitments) 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 latest audited accounts of the Borrower or, in the absence thereof, a copy of the opening balance sheet of the Borrower under the Term Loan AB FacilityBorrower. (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.

Appears in 1 contract

Samples: Accession Agreement (Liberty Global, Inc.)

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Obligors. (a) An Accession Agreement duly executed by (amongst others) the Company and the Borrower. (b) A copy of the articles of association of each Obligor and each Existing Security Provider. (bc) A copy of a resolution of the board of directors or managers of each Obligor and each Existing Security Provider (except for Telenet Vlaanderen NV) 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. (cd) 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. (de) An up-to-date extract from the Luxembourg Trade and Companies Register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (ef) An A up-to-date negative certificate (certificat de non-inscription d’une décision decision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the Borrower. (fg) A copy of the minutes of the shareholders’ meeting of each Belgian Obligor and each Belgian Existing Security Provider (other than except for 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. (gh) A certificate of an authorised signatory of the Borrower under the Term Loan AB FacilityBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AB K Facility CommitmentCommitments) 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. (hi) A copy of the most recent annual latest audited accounts of the Borrower or, in the absence thereof, a copy of the opening balance sheet of the Borrower under the Term Loan AB FacilityBorrower. (ij) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment. (jk) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Samples: Telenet Additional Facility K Accession Agreement (Liberty Global, Inc.)

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 O Facility. (e) An up-to-date negative certificate (certificat de non-inscription d’une décision decision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under the Term Loan AB O 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 O Facility: (i) confirming that utilising the Total Commitments (including the Term Loan AB O 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 O 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.

Appears in 1 contract

Samples: Term Loan Facility Agreement (Liberty Global, Inc.)

Obligors. (a) An Accession Agreement duly executed by (amongst others) the Company and the Borrower. (b) A copy of the articles of association of each Obligor and each Existing Security Provider. (bc) A copy of a resolution of the board of directors or managers of each Obligor and each Existing Security Provider (except for Telenet Vlaanderen NV) 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. (cd) 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. (de) An up-to-date extract from the Luxembourg Trade and Companies Register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (ef) An A up-to-date negative certificate (certificat de non-inscription d’une décision decision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the Borrower. (fg) A copy of the minutes of the shareholders’ meeting of each Belgian Obligor and each Belgian Existing Security Provider (other than except for 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. (gh) A certificate of an authorised signatory of the Borrower under the Term Loan AB FacilityBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AB L1 Facility CommitmentCommitments) 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. (hi) A copy of the most recent annual latest audited accounts of the Borrower or, in the absence thereof, a copy of the opening balance sheet of the Borrower under the Term Loan AB FacilityBorrower. (ij) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment. (jk) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Samples: Telenet Additional Facility L1 Accession Agreement (Liberty Global, Inc.)

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 or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (e) An A up-to-date negative certificate (certificat de non-inscription d’une décision d'une decision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the Borrower. (f) A copy of the minutes of the shareholders' meeting of each Belgian Obligor and each Belgian Existing Security Provider (other than except for Telenet Group Holding NVNV and Telenet Service Center BVBA): (i) approving for the purposes of article 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 FacilityBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AB Y Facility CommitmentCommitments) 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. (ji) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Samples: Telenet Additional Facility Y Accession Agreement (Liberty Global PLC)

Obligors. (a) An Accession Agreement duly executed by (amongst others) the Company and the Borrower. (b) A copy of the articles of association of each Obligor and each Existing Security Provider. (bc) A copy of a resolution of the board of directors or managers of each Obligor and each Existing Security Provider (except for Telenet Vlaanderen NV) 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. (cd) 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. (de) An up-to-date extract from the Luxembourg Trade and Companies Register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (ef) An A up-to-date negative certificate (certificat de non-inscription d’une décision decision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the Borrower. (fg) A copy of the minutes of the shareholders’ meeting of each Belgian Obligor and each Belgian Existing Security Provider (other than except for 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. (gh) A certificate of an authorised signatory of the Borrower under the Term Loan AB FacilityBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AB L2 Facility CommitmentCommitments) 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. (hi) A copy of the most recent annual latest audited accounts of the Borrower or, in the absence thereof, a copy of the opening balance sheet of the Borrower under the Term Loan AB FacilityBorrower. (ij) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment. (jk) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Samples: Telenet Additional Facility L2 Accession Agreement (Liberty Global, Inc.)

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 FacilityBorrower. (e) An A up-to-date negative certificate (certificat de non-inscription d’une décision d'une decision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under the Term Loan AB FacilityBorrower. (f) A copy of the minutes of the shareholders' meeting of each Belgian Obligor and each Belgian Existing Security Provider (other than except for Telenet Group Holding NVNV and Telenet Service Center BVBA): (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 FacilityBorrower: (i) confirming that utilising the Total Commitments (including the Term Revolving Loan AB X Facility CommitmentCommitments) 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. (ji) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Samples: Accession Agreement (Liberty Global PLC)

Obligors. (a) A copy of the articles of association or equivalent constitutional documents of each Obligor and each Existing Security Provider. (b) A copy of a resolution of the board of directors or managers equivalent 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 each 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 each Obligor and each Existing Security Provider incorporated in Luxembourg or, to the Borrower under extent such Obligor or Existing Security Provider is not registered with the Term Loan AB FacilityLuxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (e) An up-to-date negative certificate (certificat de non-inscription d’une décision judicaired'une decision judiciaire) issued by the Luxembourg Trade and Companies register in respect of each Obligor and each Existing Security Provider incorporated in Luxembourg or, to the Borrower under extent such Obligor or Existing Security Provider is not registered with the Term Loan AB FacilityLuxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable). (f) A copy of the minutes of the shareholders' meeting of each Belgian Obligor and each Belgian Existing Security Provider in the form of a limited liability company (other than naamloze vennootschap) (except for 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 FacilityCompany: (i) confirming that utilising the Total Commitments (including the Term Revolving Loan AB AG Facility CommitmentCommitments) in full would not breach any limit binding on any ObligorObligor or Existing Security Provider; 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.

Appears in 1 contract

Samples: Accession Agreement (Liberty Global PLC)

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 N Facility. (e) An up-to-date negative certificate (certificat de non-inscription d’une décision decision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under the Term Loan AB N 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 N Facility: (i) confirming that utilising the Total Commitments (including the Term Loan AB N Facility CommitmentCommitments) 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 N 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.

Appears in 1 contract

Samples: Term Loan Facility Agreement (Liberty Global, Inc.)

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 or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (e) An A up-to-date negative certificate (certificat de non-inscription d’une décision d'une decision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under or, to the Term Loan AB Facilityextent the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the Borrower. (f) A copy of the minutes of the shareholders' meeting of each Belgian Obligor and each Belgian Existing Security Provider (other than except for Telenet Group Holding NVNV and Telenet Service Center BVBA): (i) approving for the purposes of article 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 FacilityBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AB W Facility CommitmentCommitments) 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. (ji) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Samples: Telenet Additional Facility W Accession Agreement (Liberty Global PLC)

Obligors. (a) A copy of the articles of association or equivalent constitutional documents of each Obligor and each Existing Security Provider. (b) A copy of a resolution of the board of directors or managers equivalent 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 each 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 each Obligor and each Existing Security Provider incorporated in Luxembourg or, to the Borrower under extent such Obligor or Existing Security Provider is not registered with the Term Loan AB FacilityLuxembourg Trade and Companies Register, a certificate from a notary residing in Luxembourg. (e) An up-to-date negative certificate (certificat de non-inscription d’une décision judicaired'une decision judiciaire) issued by the Luxembourg Trade and Companies register in respect of each Obligor and each Existing Security Provider incorporated in Luxembourg or, to the Borrower under extent such Obligor or Existing Security Provider is not registered with the Term Loan AB FacilityLuxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable). (f) A copy of the minutes of the shareholders' meeting of each Belgian Obligor and each Belgian Existing Security Provider in the form of a limited liability company (other than naamloze vennootschap) (except for 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 FacilityCompany: (i) confirming that utilising the Total Commitments (including the Term Loan AB AI Facility CommitmentCommitments) in full would not breach any limit binding on any ObligorObligor or Existing Security Provider; 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.

Appears in 1 contract

Samples: Telenet Additional Facility Ai Accession Agreement (Liberty Global PLC)

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