Common use of Obligors Clause in Contracts

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 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 extent such Obligor or Existing Security Provider is not registered with the Luxembourg 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 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 extent such Obligor or Existing Security Provider is not registered with the Luxembourg 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 (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 Company: (i) confirming that utilising the Total Commitments (including the Term Loan AD Facility Commitments) 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.

Appears in 1 contract

Sources: 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 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 trade and Companies Register companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with the Luxembourg Trade and Companies Register, a certificate from a notary residing in LuxembourgBorrower. (e) An A up-to-date negative certificate (certificat de non-inscription d'une decision judiciairejudicaire) issued by the Luxembourg Trade trade and Companies companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Borrower. (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 (naamloze vennootschap) (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 CompanyBorrower: (i) confirming that utilising the Total Commitments (including the Term Revolving Loan AD X2 Facility Commitments) 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) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment. (i) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Sources: 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 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 the Borrower or, to the extent such Obligor or Existing Security Provider 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 decision judiciairejudicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Borrower. (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 (naamloze vennootschap) (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 CompanyBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AD W Facility Commitments) 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) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment. (i) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Sources: 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 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 extent such Obligor or Existing Security Provider is not registered with Borrower under the Luxembourg Trade and Companies Register, a certificate from a notary residing in LuxembourgTerm Loan U Facility. (e) An up-to-date negative certificate (certificat de non-inscription d'une decision judiciaired’une décision judicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with Borrower under the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Term Loan U Facility. (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 (naamloze vennootschap) (except for 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 CompanyBorrower under the Term Loan U Facility: (i) confirming that utilising the Total Commitments (including the Term Loan AD U Facility CommitmentsCommitment) 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 U 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. 31453677_8

Appears in 1 contract

Sources: Telenet Additional Facility U 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 or equivalent constitutional documents of each Obligor and each Existing Security Provider. (bc) A copy of a resolution of the board of directors or equivalent 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 any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider 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 d’une decision judiciairejudicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Borrower. (fg) 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 (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. (gh) A certificate of an authorised signatory of the CompanyBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AD L2 Facility Commitments) 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. (i) A copy of the latest audited accounts of the Borrower. (j) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment. (k) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Sources: Telenet Additional Facility L2 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 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 extent such Obligor or Existing Security Provider is not registered with Borrower under the Luxembourg Trade and Companies Register, a certificate from a notary residing in LuxembourgTerm Loan N Facility. (e) An up-to-date negative certificate (certificat de non-inscription d'une d’une decision judiciairejudicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with Borrower under the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Term Loan N Facility. (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 (naamloze vennootschap) (except for 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 CompanyBorrower under the Term Loan N Facility: (i) confirming that utilising the Total Commitments (including the Term Loan AD N Facility Commitments) 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 opening balance sheet of the Borrower under the Term Loan 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

Sources: Term Loan 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 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 the Borrower or, to the extent such Obligor or Existing Security Provider 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 decision judiciairejudicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Borrower. (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 (naamloze vennootschap) (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 CompanyBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AD Y Facility Commitments) 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) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment. (i) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Sources: Telenet Additional Facility Y 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 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 extent such Obligor or Existing Security Provider is not registered with Borrower under the Luxembourg Trade and Companies Register, a certificate from a notary residing in LuxembourgTerm Loan O Facility. (e) An up-to-date negative certificate (certificat de non-inscription d'une d’une decision judiciairejudicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with Borrower under the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Term Loan O Facility. (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 (naamloze vennootschap) (except for 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 CompanyBorrower under the Term Loan O Facility: (i) confirming that utilising the Total Commitments (including the Term Loan AD O Facility CommitmentsCommitment) 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 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

Sources: 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 or equivalent constitutional documents of each Obligor and each Existing Security Provider. (bc) A copy of a resolution of the board of directors or equivalent 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 any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider 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 d’une decision judiciairejudicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Borrower. (fg) 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 (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. (gh) A certificate of an authorised signatory of the CompanyBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AD J Facility Commitments) 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. (i) A copy of the latest audited accounts of the Borrower. (j) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment. (k) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Sources: Telenet Additional Facility J 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 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 any each Obligor or and each Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with the Luxembourg 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 decision judiciaire) issued by the Luxembourg Trade and Companies register in respect of any each Obligor or and each Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with the Luxembourg 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 (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 Company: (i) confirming that utilising the Total Commitments (including the Term Loan AD AE Facility Commitments) 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.

Appears in 1 contract

Sources: 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 or equivalent constitutional documents of each Obligor and each Existing Security Provider. (bc) A copy of a resolution of the board of directors or equivalent 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 any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider 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 d’une decision judiciairejudicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Borrower. (fg) 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 (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. (gh) A certificate of an authorised signatory of the CompanyBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AD H Facility Commitments) 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. (i) A copy of the latest audited accounts of the Borrower. (j) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment. (k) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Sources: 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 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 any each Obligor or and each Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with the Luxembourg 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 decision judiciaire) issued by the Luxembourg Trade and Companies register in respect of any each Obligor or and each Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with the Luxembourg 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 (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 Company: (i) confirming that utilising the Total Commitments (including the Term Revolving Loan AD AG Facility Commitments) 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.

Appears in 1 contract

Sources: 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 or equivalent constitutional documents of each Obligor and each Existing Security Provider. (bc) A copy of a resolution of the board of directors or equivalent 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 any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider 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 d’une decision judiciairejudicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Borrower. (fg) 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 (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. (gh) A certificate of an authorised signatory of the CompanyBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AD G Facility Commitments) 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. (i) A copy of the latest audited accounts of the Borrower. (j) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment. (k) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Sources: 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 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 extent such Obligor or Existing Security Provider is not registered with Borrower under the Luxembourg Trade and Companies Register, a certificate from a notary residing in LuxembourgTerm Loan P Facility. (e) An up-to-date negative certificate (certificat de non-inscription d'une d’une decision judiciairejudicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with Borrower under the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Term Loan P Facility. (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 (naamloze vennootschap) (except for 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 CompanyBorrower under the Term Loan P Facility: (i) confirming that utilising the Total Commitments (including the Term Loan AD P Facility CommitmentsCommitment) 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 P 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

Sources: Term Loan 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 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 extent such Obligor or Existing Security Provider is not registered with Borrower under the Luxembourg Trade and Companies Register, a certificate from a notary residing in LuxembourgTerm Loan V Facility. (e) An up-to-date negative certificate (certificat de non-inscription d'une decision judiciaired’une décision judicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with Borrower under the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Term Loan V Facility. (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 (naamloze vennootschap) (except for 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 CompanyBorrower under the Term Loan V Facility: (i) confirming that utilising the Total Commitments (including the Term Loan AD V Facility CommitmentsCommitment) 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 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

Sources: Telenet Additional Facility v 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 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 any each Obligor or and each Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with the Luxembourg 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 decision judiciaire) issued by the Luxembourg Trade and Companies register in respect of any each Obligor or and each Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with the Luxembourg 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 (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 Company: (i) confirming that utilising the Total Commitments (including the Term Loan AD AI2 Facility Commitments) 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.

Appears in 1 contract

Sources: 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 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 any each Obligor or and each Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with the Luxembourg 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 decision judiciaire) issued by the Luxembourg Trade and Companies register in respect of any each Obligor or and each Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with the Luxembourg 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 (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 Company: (i) confirming that utilising the Total Commitments (including the Term Loan AD AI Facility Commitments) 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.

Appears in 1 contract

Sources: Telenet Additional Facility Ai 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 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 extent such Obligor or Existing Security Provider is not registered with the Luxembourg Trade and Companies Register, a certificate from a notary residing in LuxembourgBorrower. (e) An A up-to-date negative certificate (certificat de non-inscription d'une d’une decision judiciairejudicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Borrower. (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 (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 CompanyBorrower: (i) confirming that utilising the Total Commitments (including the Term Revolving Loan AD S Facility Commitments) 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 latest audited accounts of the Borrower. (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

Sources: Revolving Loan 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 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 the Borrower or, to the extent such Obligor or Existing Security Provider 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 decision judiciairejudicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Borrower. (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 (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 CompanyBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AD T Facility Commitments) 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 latest audited accounts of the Borrower. (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

Sources: Term Loan T 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 or equivalent constitutional documents of each Obligor and each Existing Security Provider. (bc) A copy of a resolution of the board of directors or equivalent 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 any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider 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 d’une decision judiciairejudicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Borrower. (fg) 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 (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. (gh) A certificate of an authorised signatory of the CompanyBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AD L1 Facility Commitments) 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. (i) A copy of the latest audited accounts of the Borrower. (j) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment. (k) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Sources: Telenet Additional Facility L1 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 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 extent such Obligor or Existing Security Provider is not registered with the Luxembourg Trade and Companies Register, a certificate from a notary residing in LuxembourgBorrower. (e) An A up-to-date negative certificate (certificat de non-inscription d'une decision judiciairejudicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Borrower. (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 (naamloze vennootschap) (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 CompanyBorrower: (i) confirming that utilising the Total Commitments (including the Term Revolving Loan AD X Facility Commitments) 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) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment. (i) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Sources: 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 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 the Borrower or, to the extent such Obligor or Existing Security Provider 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 decision judiciairejudicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Borrower. (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 (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 CompanyBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AD Q2 Facility Commitments) 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 latest audited accounts of the Borrower. (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

Sources: 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 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 any each Obligor or and each Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with the Luxembourg 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 decision judiciaire) issued by the Luxembourg Trade and Companies register in respect of any each Obligor or and each Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with the Luxembourg 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 (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 Company: (i) confirming that utilising the Total Commitments (including the Term Loan AD AH Facility Commitments) 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.

Appears in 1 contract

Sources: Telenet Additional Facility Ah 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 or equivalent constitutional documents of each Obligor and each Existing Security Provider. (bc) A copy of a resolution of the board of directors or equivalent 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 any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider 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 d’une decision judiciairejudicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Borrower. (fg) 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 (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. (gh) A certificate of an authorised signatory of the CompanyBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AD I Facility Commitments) 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. (i) A copy of the latest audited accounts of the Borrower. (j) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment. (k) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Sources: Telenet Additional Facility I 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 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 any each Obligor or and each Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with the Luxembourg 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 decision judiciaire) issued by the Luxembourg Trade and Companies register in respect of any each Obligor or and each Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with the Luxembourg 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 (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 Company: (i) confirming that utilising the Total Commitments (including the Term Loan AD AF Facility Commitments) 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.

Appears in 1 contract

Sources: Telenet Additional Facility Af 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 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 the Borrower or, to the extent such Obligor or Existing Security Provider 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 d’une decision judiciairejudicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Borrower. (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 (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 CompanyBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AD Q Facility Commitments) 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 latest audited accounts of the Borrower. (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

Sources: 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 or equivalent constitutional documents of each Obligor and each Existing Security Provider. (bc) A copy of a resolution of the board of directors or equivalent 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 any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider 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 d’une decision judiciairejudicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg the Borrower or, to the extent such Obligor or Existing Security Provider the Borrower is not registered with the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Borrower. (fg) 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 (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. (gh) A certificate of an authorised signatory of the CompanyBorrower: (i) confirming that utilising the Total Commitments (including the Term Loan AD K Facility Commitments) 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. (i) A copy of the latest audited accounts of the Borrower. (j) Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment. (k) Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

Appears in 1 contract

Sources: Telenet Additional Facility K 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 equivalent 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 any Obligor or Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with Borrower under the Luxembourg Trade and Companies Register, a certificate from a notary residing in LuxembourgTerm Loan AB Facility. (e) An up-to-date negative certificate (certificat de non-inscription d'une decision judiciaired’une décision judicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with Borrower under the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Term Loan AB Facility. (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 (naamloze vennootschap) (except for 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 CompanyBorrower under the Term Loan AB Facility: (i) confirming that utilising the Total Commitments (including the Term Loan AD AB Facility CommitmentsCommitment) 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

Sources: 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 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 extent such Obligor or Existing Security Provider is not registered with Borrower under the Luxembourg Trade and Companies Register, a certificate from a notary residing in LuxembourgTerm Loan M Facility. (e) An up-to-date negative certificate (certificat de non-inscription d'une d’une decision judiciairejudicaire) issued by the Luxembourg Trade and Companies register in respect of any Obligor or Existing Security Provider incorporated in Luxembourg or, to the extent such Obligor or Existing Security Provider is not registered with Borrower under the Luxembourg Trade and Companies Register, a certificate on solvency of an authorised signatory of the relevant Obligor or Existing Security Provider (as applicable)Term Loan M Facility. (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 (naamloze vennootschap) (except for 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 CompanyBorrower under the Term Loan M Facility: (i) confirming that utilising the Total Commitments (including the Term Loan AD M Facility CommitmentsCommitment) 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 M 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

Sources: Term Loan M Facility (Liberty Global, Inc.)