Common use of Obligors Clause in Contracts

Obligors. (a) A copy of the constitutional documents of each Obligor. (b) A copy of a resolution of the board of directors of each Obligor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. (c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents. (d) If applicable, a copy of a resolution signed by all the holders of the issued shares in each Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which the relevant Borrower is a party. (e) If applicable, a copy of a resolution of the board of directors of each corporate shareholder of the Guarantor approving the terms of the resolution referred to in paragraph (d) above. (f) A certificate of each Obligor (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guarantee or similar limit binding on that Borrower to be exceeded. (g) A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.

Obligors. (a) A copy of the constitutional documents of each Obligor. (b) A copy of a resolution of the board of directors of each Obligor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform execute the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. (c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documentsabove. (d) If applicable, a A copy of a resolution signed by all the holders of the issued shares in each Borrowerthe Pledgor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the relevant Borrower Pledgor is a party. (e) If applicable, a copy of a resolution of the board of directors of each corporate shareholder of the Guarantor approving the terms of the resolution referred to in paragraph (d) above. (f) A certificate of each Obligor Borrower (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments Commitment would not cause any borrowing, guarantee borrowing or similar limit binding on that the relevant Borrower to be exceeded. (gf) A certificate of an authorised signatory of each the relevant Obligor certifying that each copy document relating to it specified in this Schedule 2 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.

Obligors. (a) A copy of the constitutional documents of each Original Obligor. (b) A copy of a resolution of the board or, if applicable, a committee of the board of directors of each Original Obligor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation RequestRequest and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (iv) in the case of an Obligor other than the Company, authorising the Company to act as its agent in connection with the Finance Documents. (c) If applicable, a copy of a resolution of the board of directors of the relevant company, establishing the committee referred to in paragraph (b) above. (d) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents. (de) If applicable, applicable a copy of a resolution signed by all the holders of the issued shares in each BorrowerOriginal Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the relevant Borrower Original Obligor is a party. (e) If applicable, a copy of a resolution of the board of directors of each corporate shareholder of the Guarantor approving the terms of the resolution referred to in paragraph (d) above. (f) A certificate of each Obligor the Company (signed by a director) confirming that borrowing or guaranteeingguaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee guarantee, security or similar limit binding on that Borrower any Original Obligor to be exceeded. (g) A certificate of an authorised signatory of each the Company or other relevant Original Obligor certifying that each copy document relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement. (h) A certificate of an authorised signatory of the Company confirming that the opening Adjusted Leverage (assuming the first Utilisation Date has occurred) is not greater than 4.00 times the EBITDA of the Target Group, as calculated for the 12 month period ending on 31 March 2017.

Obligors. (a) A copy of the constitutional documents and a good standing certificate of the US Borrower. (b) In respect of each Obligor which is a company incorporated under the laws of Italy: (i) a copy of the relevant deed of incorporation (atto costitutivo); (ii) a copy of the current by-laws (statuto); and (iii) a certificate of registration (certificato di iscrizione) of the relevant Obligor with the competent companies’ register dated not earlier than 5 days before the execution of this Agreement, mentioning the absence of any insolvency procedures affecting such Obligor. (bc) A copy of a resolution of the board of directors of each Obligor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform execute the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation RequestRequest and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. (cd) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents. (d) If applicable, a copy of a resolution signed by all the holders of the issued shares in each Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which the relevant Borrower is a party. (e) If applicable, a copy of a resolution of the board of directors of each corporate shareholder of the Guarantor approving the terms of the resolution referred to in paragraph (dc) above. (fe) A certificate of each Obligor (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments in the case of the Italian Borrower and the Commitments in the case of the US Borrower would not cause any borrowing, guarantee guaranteeing or similar limit binding on that Borrower any Obligor to be exceeded. (gf) A certificate of an authorised signatory of each the relevant Obligor certifying that each copy document relating to it specified in this Part I of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.

Obligors. (a) A certified copy of the constitutional documents of each Obligor. (b) A certified copy of a resolution of (i) the board of directors of each Obligorthe Borrower and (ii) the board of the Original Guarantor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform executes the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation the Drawdown Request) to be signed and/or despatched by it under or in connection with the Finance Documents. (c) A copy of a resolution of the supervisory board of the Borrower approving the terms of, and transactions contemplated by, the Finance Documents to which it is a party and resolving that it executes the Finance Documents to which it is a party. (c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents. (d) If applicable, a copy of a resolution signed by all the holders of the issued shares in each Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which the relevant Borrower is a party.(intentionally omitted) (e) If applicable, a copy of a resolution of the board of directors of each corporate shareholder of the Guarantor approving the terms of the resolution referred to in paragraph (d) above. (f) A certificate of each Obligor the Borrower (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments Facility would not cause any borrowing, guarantee borrowing or similar limit binding on that Borrower either Obligor to be exceeded. (gf) A certificate of an authorised signatory of each the relevant Obligor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at of a date no earlier than the date of this Agreement. (g) Each of the Lenders shall have received bills of exchange duly accepted by the Borrower in the amounts and number required for the OeKB Refinancing.

Obligors. (aA) A copy of the constitutional documents of each ObligorObligor other than the Personal Guarantor. (bB) A copy of a resolution of the board of directors of each ObligorObligor other than the Personal Guarantor: (i1) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party; (ii2) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; (iii3) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (4) (in the case of the Borrower) approving the terms of, and the transactions contemplated by, the Offer Documents and approving the release of the Offer Documents. (cC) A specimen of the signature of each person authorised by the resolution referred to in paragraph (bB) above in relation to the sign any Finance Documents and Document or any related documents. (d) If applicable, a copy of a resolution signed by all the holders of the issued shares in each Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which the relevant Borrower is a party. (e) If applicable, a copy of a resolution of the board of directors of each corporate shareholder of the Guarantor approving the terms of the resolution referred to in paragraph (d) above. (fD) A certificate of from each Obligor (signed by a director, as applicable) confirming that borrowing or guaranteeingguaranteeing or securing, as appropriate, the Total Commitments Commitment would not cause any borrowing, guarantee guarantee, security or similar limit binding on that Borrower it/him to be exceeded. (gE) A certificate of an authorised signatory of from each Obligor (signed by a director, as applicable) certifying that each copy document relating to it it/him specified in this Schedule 2 schedule is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement. (F) A copy of the Hong Kong identity card and specimen signature of the Personal Guarantor.

Obligors. (a) A copy of the constitutional documents of each Obligor. (b) A copy of a resolution of the board of directors of each Obligor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform execute the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation RequestRequest and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (iv) in the case of a Guarantor, resolving that it is in the best interests of the relevant guarantor to enter into the transactions contemplated by the Finance Documents to which it is a party, giving reasons. (c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to a form designated by the Finance Documents and related documentsLender (inkan todoke). (d) If applicable, a copy of a resolution signed by all the holders of the issued shares in each Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which the relevant Borrower is a party. (e) If applicable, a copy of a resolution of the board of directors of each corporate shareholder of the Guarantor approving the terms of the resolution referred to in paragraph (d) above. (f) A certificate of each Obligor the Borrower (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guarantee or similar limit binding on that Borrower to be exceeded.that: (gi) A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this Schedule 2 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement; (ii) borrowing or guaranteeing, as appropriate, the Commitment would not cause any borrowing, guaranteeing or similar limit binding on the Borrower to be exceeded; (e) A certificate of the Guarantor (signed by a director) confirming that: (i) each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement; (ii) guaranteeing the Commitment would not cause any guaranteeing or similar limit binding on the Guarantor to be exceeded.

Obligors. (a) 1.1 A copy of the constitutional documents Constitutional Documents of each Obligor., with such amendments as the Security Agent may reasonably request (or if previously delivered to the Agent by an Obligor, a certificate of an authorised signatory of that Obligor confirming that there have been no changes since the date that the copy of the Constitutional Documents was previously delivered to the Agent) (b) 1.2 A copy of a resolution of the board of directors of each Obligor: (ia) approving the terms of, and the transactions contemplated by, this agreement and the Finance Documents and resolving that it executes, delivers and performs the Finance Document to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party; (iib) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; (iiic) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, if relevant, including any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Parent to act as its agent in connection with the Finance Documents. (c) 1.3 A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) 1.2 above in relation to the Finance Documents and related documents. (d) 1.4 If applicablerequired, a copy of a resolution signed by all the holders of the issued shares in each BorrowerGuarantor, other than the Parent and each New Guarantor, approving the terms of, and the transactions contemplated by, by this Agreement and the Finance Documents to which the relevant Borrower each Guarantor or New Guarantor (as applicable) is a party. (e) If applicable, a copy of a resolution of the board of directors of each corporate shareholder of the Guarantor approving the terms of the resolution referred to in paragraph (d) above. (f) 1.5 A certificate of each Obligor the Parent (signed by an officer or a directordirector (as applicable)) confirming that borrowing or guaranteeingguaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee guarantee, security or similar limit binding on that Borrower it to be exceeded. (g) 1.6 A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified listed in this Schedule 2 schedule 3 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date Effective Date. 1.7 In relation the accession of this Agreement.XXXXXX HOLDING, Sà x.

Obligors. (a) A copy of the constitutional documents of each Obligor. (b) A copy of a resolution of the board of directors of each Obligor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform execute the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation RequestRequest and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (iv) in the case of a Guarantor, resolving that it is in the best interests of the relevant guarantor to enter into the transactions contemplated by the Finance Documents to which it is a party. (c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documentsabove. (d) If applicable, a A copy of a resolution signed by all the holders of the issued shares in each the Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which the relevant Borrower is a party. (e) If applicable, a copy of a resolution of the board of directors of each corporate shareholder A certificate of the Guarantor approving the terms of the resolution referred to in paragraph (d) above. (f) A certificate of each Obligor (signed by a directorthe Chief Executive Officer) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments Commitment would not cause any borrowing, guarantee guaranteeing or similar limit binding on that Borrower any Obligor to be exceeded. (gf) A certificate of an authorised signatory of each the relevant Obligor certifying that each copy document relating to it specified in this Schedule 2 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement. (g) In relation to the Guarantor, a certificate as to the existence and good standing (including verification of tax status, if available) of the Guarantor from the appropriate governmental authorities in such Guarantor’s jurisdiction of organisation, in form and substance satisfactory to the Lender and its legal advisers.

Obligors. (a) A copy of the constitutional documents of each Obligor. (b) A copy of a resolution of the board or, if applicable, a committee of the board of directors of each Obligor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents listed in paragraph 2 below to which it is a party and resolving that it execute, deliver and perform the Finance Documents listed in paragraph 2 below to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents listed in paragraph 2 below to which it is a party on its behalf;; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents listed in paragraph 2 below to which it is a party. (cb) A specimen If applicable, a copy of a resolution of the signature board of each person authorised by directors of the resolution relevant company, establishing the committee referred to in paragraph (b) above in relation to the Finance Documents and related documentsa). (dc) If applicable, a A copy of a resolution signed by all the holders of the issued shares in each BorrowerObligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the relevant Borrower Obligor is a party. (ed) If applicable, a copy of a resolution A specimen of the board of directors signature of each corporate shareholder of the Guarantor approving the terms of person authorised by the resolution referred to in paragraph paragraphs (da) and (b) above. (fe) A certificate of a director of each Obligor incorporated in England or Wales (signed by a director): (i) confirming that borrowing the borrowing, securing or guaranteeing, guaranteeing (as appropriate, ) of the Total Commitments would not cause any borrowing, guarantee securing or guaranteeing or similar limit binding on that Borrower it to be exceeded.; (gii) A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this Schedule 2 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement; and (iii) attaching a specimen of the signature of each person authorised by the resolutions referred to in paragraph (a) above or otherwise in relation to this Agreement and related documents. (f) A certificate, with respect to Sensyne US, executed by a secretary, assistant secretary or other senior officer (as the case may be) of Sensyne US, which shall: (i) certify that (1) attached thereto is a true and complete copy of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement, and (2) such resolutions have not been modified, rescinded or amended and are in full force and effect, (ii) identify by name and title and bear the signatures of the officers, directors or authorized signatories of Sensyne US authorized to sign this Agreement, (iii) certify that (1) attached thereto is a true and complete copy of the certificate of incorporation of Sensyne US certified by the relevant authority of the jurisdiction of organization of Sensyne US and a true and correct copy of its by-laws and (2) such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iv) certify that attached thereto is a true, correct and complete copy of the certificate of good standing of Sensyne US certified, as of a recent date, by the Secretary of State of the State of Delaware, and (v) confirming that by guaranteeing and securing the Total Commitments no borrowing, guarantee, security or similar limit binding on the Corporation will be exceeded.

Obligors. (a) A copy of the constitutional documents of each Obligor. (b) A copy of a resolution of the board of directors of each Obligor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform execute the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. (c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documentsabove. (d) If applicablerequired by the constitutional documents of the Borrower, a copy of a shareholder resolution signed by all the holders of the issued shares in each Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which the relevant Borrower is a party. (e) If applicable, a copy of a resolution of the board of directors of each corporate shareholder of the Guarantor approving the terms of the resolution referred to in paragraph (d) above. (f) A certificate of each Obligor (signed by a directorResponsible Officer) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause violate any borrowingborrowing or, guarantee guaranteeing limit set forth in any Contractual Obligation or similar limit Requirement of Law binding on that Borrower to be exceededthe respective Obligor. (gf) A certificate of an authorised signatory of each the Obligor certifying that each copy document relating to it specified in this Schedule 2 3 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.

Obligors. (a) A copy of the constitutional documents of each ObligorObligor or, in the case of the Borrower, a copy of the articles of association (statuten) and deed of incorporation (oprichtingsakte) as well as an extract (uittreksel) from the relevant Chamber of Commerce (Xxxxx van Koophandel) of the Borrower. (b) A copy of a resolution of the board of directors of each Obligor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform execute the Finance Documents to which it is a party; (ii) if applicable, authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;; and (iii) if applicable, authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. (c) To the extent required under Dutch law or Borrower’s articles of association, a copy of the resolution of the general meeting of shareholders (algemene vergadering van aandeelhouders) of the Borrower approving the resolutions of the board of managing directors referred to under paragraph (b) above and appointing an authorised person to represent the Borrower in case of a conflict of interest. (d) If applicable, a copy of (i) the request for advice from each (central or European) works council (centrale of Europese) ondernemingsraad) with jurisdiction over the transactions contemplated by this Agreement and (ii) the positive advice from such works council which contains no condition, which if complied with, could result in a breach of any of the Finance Documents. (e) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents. (d) If applicable, a copy of a resolution signed by all the holders of the issued shares in each Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which the relevant Borrower is a party. (e) If applicable, a copy of a resolution of the board of directors of each corporate shareholder of the Guarantor approving the terms of the resolution referred to in paragraph (d) aboveDocuments. (f) A certificate of each Obligor (signed by a directorResponsible Officer) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause violate any borrowingborrowing or, guarantee guaranteeing limit set forth in any Contractual Obligation or similar limit Requirement of Law binding on that Borrower to be exceededthe respective Obligor. (g) A certificate of an authorised signatory of each the Obligor certifying that each copy document relating to it specified in this Schedule 2 3 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.