Obligors. (a) A copy of the constitutional documents of each Obligor or a certificate of an authorised signatory confirming that the constitutional documents previously delivered to the Facility Agent for the purposes of the Original Facility Agreement have not been amended and remain in full force and effect. (b) A copy of a resolution of the board of directors of each Obligor: (i) approving the terms of, and the transactions contemplated by this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 to which it is a party and resolving that it execute, deliver and perform this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 to which it is a party; (ii) authorising a specified person or persons to execute this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 to which it is a party; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 to which it is a party. (c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above. (d) A certificate of each Obligor (signed by a director or, in the case of the Guarantor only, by an executive officer) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security or similar limit binding on that Obligor to be exceeded. (e) A certificate of an authorised signatory of the relevant Obligor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement. (f) In respect of the Company: (i) an up-to-date extract from the Dutch trade register (handelsregister) relating to it dated no earlier than five Business Days prior to the date of this Agreement; (ii) if applicable, a copy of a resolution of its board of supervisory directors approving the execution of, and the terms of, and the transactions contemplated by, the Finance Documents; and (iii) if applicable, a completed form MR01 in respect of the English Supplemental Security Agreement and a completed CRO registration template in agreed form for the Irish Supplemental Security Agreement. (g) In respect of the Guarantor, a certificate as to the existence and good standing of the Guarantor from the appropriate governmental authorities in the Guarantor's jurisdiction of organisation, in form and substance reasonably satisfactory to the Facility Agent and its counsel. (h) Evidence that the Company is recognised as a Qualifying Central Counterparty by the DNB and the AFM under EXXX and the Dutch Financial Supervision Act.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, Inc.)
Obligors. (a) A copy of the constitutional documents and if applicable, statutory registers of each Obligor (or a certificate of an authorised signatory confirming of each Obligor certifying that the constitutional documents and, if applicable, statutory registers previously delivered to the Facility Agent for the purposes of the Original Initial Facility Agreement and/or the Amendment and Syndication Agreement have not been amended and remain in full force and effect).
(b) A copy of (or a copy of a certified true extract of) a resolution of the board of directors of each Obligor:
(i) approving the terms of, and the transactions contemplated by by, this Agreement, any Supplemental Security Agreement, any Fee Agreement and (in the case of the Borrower) the Second Side Letter and the other documents referred to in this Schedule 2 to which it is a party and resolving that it execute, deliver execute this Agreement and perform this Agreement, any Supplemental Security Agreement, any Fee Letter and (in the other documents referred to in this Schedule 2 to which it is a partycase of the Borrower) the Second Side Letter;
(ii) authorising a specified person or persons to execute this Agreement, any Supplemental Security Agreement, any Fee Agreement and (in the case of the Borrower) the Second Side Letter and the other documents referred to in this Schedule 2 to which it is a partyon its behalf; and
(iii) authorising a specified person or personsin the case of the Guarantor, on its behalf, resolving that it is in the best interests of the Guarantor to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched enter into the transactions contemplated by it under or in connection with this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 to which it is a party.
(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) aboveabove (to the extent not already delivered to the Agent for the purposes of the Initial Facility Agreement, provided that where it is so delivered for the purposes of the Initial Facility Agreement, the certificate referred to in paragraph (e) shall confirm that such specimen(s) so delivered remain(s) correct, complete and in full force and effect).
(d) A certificate copy of each Obligor (or a copy of a certified true extract of) a resolution signed by a director or, the Borrower as the holder of all the issued shares in the case of Guarantor, approving the Guarantor onlyterms of, by an executive officer) confirming that borrowing or guaranteeing or securingand the transactions contemplated by, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security or similar limit binding on that Obligor to be exceededthis Agreement.
(e) A certificate of an authorised signatory of the relevant 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.
(f) In respect A certificate of good standing issued by the Company:
(i) an up-to-date extract from Registrar of Companies in the Dutch trade register (handelsregister) relating to it dated no earlier than five Business Days prior to the date of this Agreement;
(ii) if applicable, a copy of a resolution of its board of supervisory directors approving the execution of, and the terms of, and the transactions contemplated by, the Finance Documents; and
(iii) if applicable, a completed form MR01 Cayman Islands in respect of the English Supplemental Security Agreement and a completed CRO registration template in agreed form for the Irish Supplemental Security AgreementBorrower.
(g) In respect of the Guarantor, a certificate as to the existence and good standing of the Guarantor from the appropriate governmental authorities in the Guarantor's jurisdiction of organisation, in form and substance reasonably satisfactory to the Facility Agent and its counsel.
(h) Evidence that the Company is recognised as a Qualifying Central Counterparty by the DNB and the AFM under EXXX and the Dutch Financial Supervision Act.
Appears in 1 contract
Samples: Syndication and Amendment Agreement (PCGI Intermediate Holdings LTD)
Obligors. (a) A copy of the constitutional documents of each Obligor or a certificate of an authorised signatory confirming that the constitutional documents previously delivered to the Facility Agent for the purposes of the Original Facility Agreement have not been amended and remain in full force and effectObligor.
(b) A copy of a resolution of the board of directors of each Obligor:
(i) approving the terms of, and the transactions contemplated by this Agreementby, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Finance Documents to which it is a party and resolving that it execute, deliver and perform this Agreement, any Supplemental Security Agreement, any Fee Letter and execute the other documents referred to in this Schedule 2 Finance Documents to which it is a party;
(ii) authorising a specified person or persons to execute this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Finance Documents to which it is a partyparty 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 this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 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.
(d) A certificate of each Obligor the Borrower (signed by a director or, in the case of the Guarantor only, by an executive officerdirector) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security borrowing or similar limit binding on that Obligor it to be exceeded.
(e) A certificate of the Guarantor (signed by an officer) confirming that guaranteeing the Total Commitments would not cause any guaranteeing or similar limit binding on it to be exceeded.
(f) A certificate of the Intermediate Holdco (signed by a director) confirming that its performance of the Security Documents to which it is a party would not cause any guaranteeing or similar limit binding on it to be exceeded.
(g) A certificate of an authorised signatory of the relevant 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.
(f) In respect of the Company:
(i) an up-to-date extract from the Dutch trade register (handelsregister) relating to it dated no earlier than five Business Days prior to the date of this Agreement;
(ii) if applicable, a copy of a resolution of its board of supervisory directors approving the execution of, and the terms of, and the transactions contemplated by, the Finance Documents; and
(iii) if applicable, a completed form MR01 in respect of the English Supplemental Security Agreement and a completed CRO registration template in agreed form for the Irish Supplemental Security Agreement.
(g) In respect of the Guarantor, a certificate as to the existence and good standing of the Guarantor from the appropriate governmental authorities in the Guarantor's jurisdiction of organisation, in form and substance reasonably satisfactory to the Facility Agent and its counsel.
(h) Evidence that the Company is recognised as a Qualifying Central Counterparty by the DNB and the AFM under EXXX and the Dutch Financial Supervision Act.
Appears in 1 contract
Obligors. (a) A copy of the constitutional documents of each Obligor or a certificate of an authorised signatory confirming that the constitutional documents previously delivered to the Facility Agent for the purposes of the Original Facility Agreement have not been amended and remain in full force and effectObligor.
(b) A copy of a good standing certificate with respect to Gold Fields Holdings Company (BVI) Limited and Orogen Holding (BVI) Limited, issued as of a recent date by the appropriate official in the British Virgin Islands.
(c) A copy of a resolution of the board of directors of each Obligor:
(i) approving the terms of, and the transactions contemplated by this Agreementby, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Finance Documents to which it is a party and resolving that it execute, deliver and perform this Agreement, any Supplemental Security Agreement, any Fee Letter and execute the other documents referred to in this Schedule 2 Finance Documents to which it is a party;
(ii) authorising a specified person or persons to execute this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Finance Documents to which it is a partyparty on its behalf; and
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch dispatch all documents and notices (including, if relevant, any Utilisation RequestRequest and Selection Notice) to be signed and/or despatched dispatched by it under or in connection with this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 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 (bc) above.
(de) A certificate of each Obligor incumbency from the registered agent for Gold Fields Holdings Company (BVI) Limited and Orogen Holding (BVI) Limited.
(f) A copy of the resolution of the shareholders of Gold Fields Holdings Company (BVI) Limited and Orogen Holding (BVI) Limited approving the relevant resolutions of the board of directors and the transactions contemplated thereby.
(g) A certificate of the Obligors (signed by a director or, in the case of the Guarantor only, by an executive officerdirector) confirming that borrowing or guaranteeing or securingguaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security guaranteeing or similar limit binding on that any Obligor to be exceeded.
(eh) A certificate of an authorised signatory of the relevant 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.
(f) In respect of the Company:
(i) an up-to-date extract from the Dutch trade register (handelsregister) relating to it dated no earlier than five Business Days prior to the date of this Agreement;
(ii) if applicable, a copy of a resolution of its board of supervisory directors approving the execution of, and the terms of, and the transactions contemplated by, the Finance Documents; and
(iii) if applicable, a completed form MR01 in respect of the English Supplemental Security Agreement and a completed CRO registration template in agreed form for the Irish Supplemental Security Agreement.
(g) In respect of the Guarantor, a certificate as to the existence and good standing of the Guarantor from the appropriate governmental authorities in the Guarantor's jurisdiction of organisation, in form and substance reasonably satisfactory to the Facility Agent and its counsel.
(h) Evidence that the Company is recognised as a Qualifying Central Counterparty by the DNB and the AFM under EXXX and the Dutch Financial Supervision Act.
Appears in 1 contract
Samples: Facility Agreement (Gold Fields LTD)
Obligors. (a) A copy of the constitutional documents of each Obligor or a certificate of an authorised signatory confirming that the constitutional documents previously delivered to the Facility Agent for the purposes of the Original Facility Agreement have not been amended and remain in full force and effectObligor.
(b) A copy of a resolution of the board of directors of each Obligor:
(i) approving the terms of, and the transactions contemplated by this Agreementby, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Transaction Documents to which it is a party and resolving that it execute, deliver and perform this Agreement, any Supplemental Security Agreement, any Fee Letter and execute the other documents referred to in this Schedule 2 Transaction Documents to which it is a party;
(ii) authorising a specified person or persons to execute this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Transaction Documents to which it is a party; andparty 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 this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Transaction Documents to which it is a party; and
(iv) confirming that the borrowing or guaranteeing, as appropriate, contemplated by the Finance Documents would not cause any borrowing, guaranteeing or similar limit binding on any Obligor to be exceeded.
(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.
(d) A certificate of each Obligor (signed by a director or, in the case of the Guarantor only, by an executive officerauthorised signatory) confirming that the borrowing or guaranteeing or securingguaranteeing, as appropriate, contemplated by the Total Commitments Finance Documents would not cause any borrowing, guaranteeing, security guaranteeing or similar limit binding on that any Obligor to be exceeded.
(e) A certificate of an authorised signatory from a Responsible Officer of the relevant Obligor Borrower dated no earlier than the Closing Date:
(i) certifying that that, as of Closing Date:
(A) the statement set out in Paragraph 4 (No litigation) below is true and correct;
(B) each copy document relating to it an Obligor specified in this Schedule 2 2, Part 1 (Conditions Precedent) 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.Closing Date;
(fC) In respect all representations and warranties of the Company:Obligors contained in the Finance Documents are true, correct and complete in all respects;
(iD) an up-to-date extract from none of the Dutch trade register Obligors is in violation of any of the covenants contained in the Finance Documents to which it is a party;
(handelsregisterE) relating to it dated no earlier than five Business Days prior after giving effect to the date transactions contemplated by the Finance Documents, no Default or Event of Default has occurred and is continuing;
(F) each of the Obligors has satisfied each of the conditions set out in this AgreementSchedule 2, Part 1(Conditions Precedent);
(ii) if applicableConfirming that:
(A) no action, a copy of a resolution of its board of supervisory directors approving the execution proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed by any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, and or which is related to or arises out of the terms of, and Finance Documents or the consummation of the transactions contemplated bythereby, or which, in its reasonable opinion, would make it inadvisable to consummate the transactions contemplated by the Finance Documents or the consummation of the transactions contemplated thereby;
(B) that no proceeding shall be pending or threatened which may result in the loss, revocation, material modification, non-renewal, suspension or termination of any Material Communications Licence, the Finance Documentsissuance of any cease or desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any operations of the Borrower and its Subsidiaries; and
(C) no proceeding is pending or threatened which may result in the denial by the FCC of any pending material applications of the Borrower or any Subsidiary thereof, which could reasonably be expected to have a Material Adverse Effect; and
(iii) if applicablecertifying that, since the date of this Agreement nothing has occurred which has or could reasonably be expected to have a completed form MR01 in respect Material Adverse Effect;
(f) Certificates, (a) as of a recent date, and (b) as of the English Supplemental Security Agreement and a completed CRO registration template in agreed form for the Irish Supplemental Security Agreement.
(g) In respect Closing Date, of the Guarantor, a certificate as to the existence and good standing of each Obligor under the Guarantor from the appropriate governmental authorities in the Guarantor's laws of its jurisdiction of organisationorganisation and, in form and substance reasonably satisfactory to the Facility Agent and its counsel.
(h) Evidence that the Company is recognised as a Qualifying Central Counterparty extent requested by the DNB and the AFM under EXXX and the Dutch Financial Supervision ActAgent, each other jurisdiction where such Obligor is qualified to do business.
Appears in 1 contract
Obligors. (a) A copy of the constitutional documents of each Obligor or a certificate of an authorised signatory confirming that the constitutional documents previously delivered to the Facility Agent for the purposes of the Original Facility Agreement have not been amended and remain in full force and effectObligor.
(b) A copy of a good standing certificate with respect to Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding (BVI) Limited, issued as of a recent date by the appropriate official in the British Virgin Islands.
(c) A copy of a resolution of the board of directors of each Obligor:
(i) approving the terms of, and the transactions contemplated by this Agreementby, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Finance Documents to which it is a party and resolving that it execute, deliver and perform this Agreement, any Supplemental Security Agreement, any Fee Letter and execute the other documents referred to in this Schedule 2 Finance Documents to which it is a party;
(ii) authorising a specified person or persons to execute this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Finance Documents to which it is a partyparty on its behalf; and
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch dispatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched dispatched by it under or in connection with this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 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 (bc) above.
(de) A certificate of each Obligor incumbency from the registered agent for Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding (BVI) Limited.
(f) A copy of the resolution of the shareholders of Gold Fields Holdings Company (BVI) Limited and Gold Fields Orogen Holding (BVI) Limited approving the relevant resolutions of the board of directors and the transactions contemplated thereby.
(g) A certificate of the Obligors (signed by a director or, in the case of the Guarantor only, by an executive officerdirector) confirming that borrowing or guaranteeing or securingguaranteeing, as appropriate, the Total Commitments up to the maximum of $550,000,000 would not cause any borrowing, guaranteeing, security guaranteeing or similar limit binding on that any Obligor to be exceeded.
(eh) A certificate of an authorised signatory of 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.
(f) In respect of the Company:
(i) an up-to-date extract from the Dutch trade register (handelsregister) relating to it dated no earlier than five Business Days prior to the date of this Agreement;
(ii) if applicable, a copy of a resolution of its board of supervisory directors approving the execution of, and the terms of, and the transactions contemplated by, the Finance Documents; and
(iii) if applicable, a completed form MR01 in respect of the English Supplemental Security Agreement and a completed CRO registration template in agreed form for the Irish Supplemental Security Agreement.
(g) In respect of the Guarantor, a certificate as to the existence and good standing of the Guarantor from the appropriate governmental authorities in the Guarantor's jurisdiction of organisation, in form and substance reasonably satisfactory to the Facility Agent and its counsel.
(h) Evidence that the Company is recognised as a Qualifying Central Counterparty by the DNB and the AFM under EXXX and the Dutch Financial Supervision Act.
Appears in 1 contract
Obligors. (a) A copy of the constitutional documents of each Original Obligor or a certificate of an authorised signatory confirming of each relevant Obligor certifying that the constitutional documents previously delivered to the Facility Agent for the purposes of the Original Facility Agreement have not been amended and remain in full force and effect.
(b) An extract from the Dutch trade register (handelsregister) relating to the Dutch Borrower and an excerpt from the commercial register (dated no earlier than 10 days prior to the date of this Agreement) relating to the German Borrower.
(c) A copy of a resolution of the board of directors directors, the supervisory board of directors, or the general meeting of its shareholders, or equivalent corporate authority documentation as appropriate, of each ObligorObligor or, in the case of the Company, a certificate of an authorised signatory of the Company setting out the terms of a resolution of the board of Directors:
(i) approving the terms of, and the transactions contemplated by this Agreementby, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Amendment Documents to which it is a party and resolving that it execute, deliver and perform this Agreement, any Supplemental Security Agreement, any Fee Letter and execute the other documents referred to in this Schedule 2 Amendment Documents to which it is a party;; and
(ii) authorising a specified person or persons to execute this Agreementthe Amendment Documents, any Supplemental Security Agreementand all documents and notices to be executed in connection with the Amendment Documents, any Fee Letter and the other documents referred to in this Schedule 2 to which it is a party; and
(iii) authorising a specified person or persons, party on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 to which it is a party.
(cd) A specimen of the signature of each person authorised by the resolution referred to in paragraph (bc) aboveabove where not already held by the Agent.
(de) A certificate of each Obligor the Company dated no earlier than the date of this Agreement (signed by a director or, in the case of the Guarantor only, by an executive officer) confirming confirming:
(i) that borrowing or guaranteeing or securingguaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security guaranteeing or similar limit binding on that any Obligor to be exceeded;
(ii) the representations made by the Company in this Agreement are true and accurate;
(iii) that since 31 December 2004, no event (excluding the effect of any Disclosed Claims) has occurred which has had, or could be reasonably expected to have a Material Adverse Effect;
(iv) that no litigation, arbitration, investigation or administrative proceedings of or before any court or agency have been started or, to the knowledge of the Company’s officers, been threatened against it or any of its Subsidiaries which, in each case, if adversely determined, could reasonably be expected to have a Material Adverse Effect, except for the Disclosed Claims;
(v) that there is no subsisting unsatisfied judgement or award in an amount exceeding US $25,000,000 given against the Company of any of its Subsidiaries by any court, arbitrator, or other body; and
(vi) the Debt Rating Level as at that date.
(ef) A certificate of an authorised signatory of the relevant 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.
(f) In respect of the Company:
(i) an up-to-date extract from the Dutch trade register (handelsregister) relating to it dated no earlier than five Business Days prior to the date of this Agreement;
(ii) if applicable, a copy of a resolution of its board of supervisory directors approving the execution of, and the terms of, and the transactions contemplated by, the Finance Documents; and
(iii) if applicable, a completed form MR01 in respect of the English Supplemental Security Agreement and a completed CRO registration template in agreed form for the Irish Supplemental Security Agreement.
(g) In respect of the GuarantorDutch Borrower, a certificate as copy of the positive unconditional advice of any works council (ondernemingsraad) that under the Works Council Act (Wet op de ondernemingsraden) has the right to give advice in relation to the existence entry into and good standing performance of the Guarantor from the appropriate governmental authorities in the Guarantor's jurisdiction of organisationthis Agreement, in form and substance reasonably satisfactory to the Facility Agent and its counselor confirmation that no such advice is required.
(h) Evidence that the Company is recognised as a Qualifying Central Counterparty by the DNB and the AFM under EXXX and the Dutch Financial Supervision Act.
Appears in 1 contract
Obligors. (a) A copy of the constitutional documents of each Obligor or a certificate of an authorised signatory confirming that the constitutional documents previously delivered to the Facility Agent for the purposes of the Original Facility Agreement have not been amended and remain in full force and effectObligor.
(b) A copy of a resolution of the board of directors of each Obligor:
(i) approving the terms of, and the transactions contemplated by this Agreementby, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Transaction Documents to which it is a party and resolving that it execute, deliver and perform this Agreement, any Supplemental Security Agreement, any Fee Letter and execute the other documents referred to in this Schedule 2 Transaction Documents to which it is a party;
(ii) authorising a specified person or persons to execute this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Transaction Documents to which it is a partyparty 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 this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Transaction 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.
(d) A certificate of each Obligor (other than Thermo) (signed by a director or, in the case of the Guarantor only, by an executive officerauthorised signatory) confirming that the borrowing or guaranteeing or securingguaranteeing, as appropriate, contemplated by the Total Commitments Finance Documents would not cause any borrowing, guaranteeing, security guaranteeing or similar limit binding on that any Obligor (other than Thermo) to be exceeded.
(e) A certificate of an authorised signatory from a Responsible Officer of the relevant Obligor Borrower certifying that that, as of Financial Close:
(i) each copy document relating to it an Obligor specified in this Schedule 2 (Conditions Precedent) 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 Financial Close;
(ii) all representations and warranties of the Obligors contained in the Finance Documents are true, correct and complete in all material respects (provided that, any representation or warranty that is qualified by materiality or by reference to Material Adverse Effect shall be true, correct and complete in all respects);
(iii) none of the Obligors is in violation of any of the covenants contained in the Finance Documents;
(iv) after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; and
(v) each of the Obligors has satisfied each of the conditions set out in this Schedule 2 (Conditions Precedent) and Clause 4.2 (Further Conditions Precedent).
(f) In respect Certificates as of a recent date of the Company:
(i) an up-to-date extract from the Dutch trade register (handelsregister) relating to it dated no earlier than five Business Days prior to the date of this Agreement;
(ii) if applicable, a copy of a resolution of its board of supervisory directors approving the execution of, and the terms of, and the transactions contemplated by, the Finance Documents; and
(iii) if applicable, a completed form MR01 in respect of the English Supplemental Security Agreement and a completed CRO registration template in agreed form for the Irish Supplemental Security Agreement.
(g) In respect of the Guarantor, a certificate as to the existence and good standing of each Obligor under the Guarantor from the appropriate governmental authorities in the Guarantor's laws of its jurisdiction of organisationorganisation and, in form and substance reasonably satisfactory to the Facility Agent and its counsel.
(h) Evidence that the Company is recognised as a Qualifying Central Counterparty extent requested by the DNB and the AFM under EXXX and the Dutch Financial Supervision ActCOFACE Agent, each other jurisdiction where such Obligor is qualified to do business.
Appears in 1 contract
Obligors. (a) 1.1 A copy of the constitutional documents of each Obligor or a certificate of an authorised signatory confirming that the constitutional documents previously delivered to the Facility Agent for the purposes of the Original Facility Agreement have not been amended and remain in full force and effectObligor.
(b) 1.2 A copy of a resolution of the board of directors of each ObligorObligor and other members of the Group which are party to a Finance Document:
(i) 1.2.1 approving the terms of, and the transactions contemplated by this Agreementby, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Amendment Agreements to which it is a party Party and resolving that it execute, deliver and perform this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 execute each Amendment Agreement to which it is a partyParty;
1.2.2 authorising it, for all purposes required under sections 45 and/or 46 of the Companies Act (ii) as applicable), to provide the "financial assistance" and to make any "distribution" that may arise as a result of its entry into of the Amendment Agreements to which it is a Party;
1.2.3 authorising a specified person or persons to execute this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 each Amendment Agreement to which it is a partyParty on its behalf; and
(iii) 1.2.4 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Amendment Agreements to which it is a partyParty.
(c) 1.3 A copy of a special resolution duly passed by the holders of the issued shares of each Original Guarantor authorising it, for all purposes required under section 45 of the Companies Act, to provide the "financial assistance" that may arise as a result of its entry into the Amendment Agreements to which it is a Party.
1.4 A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) 1.2 above.
(d) 1.5 A certificate of the Borrower and each other Obligor (signed by a director or, in the case of the Guarantor only, by an executive officer) or other authorised signatory):
1.5.1 confirming that borrowing or guaranteeing or securingguaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security guaranteeing or similar limit binding on that Obligor it to be exceeded.
(e) A certificate of an authorised signatory of the relevant Obligor 1.5.2 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 AgreementEffective Date.
(f) In respect 1.6 A certificate of the CompanyBorrower (signed by a director or other authorised signatory) confirming as at the Effective Date that:
(i) an up-to-date extract 1.6.1 no Default or Event of Default has occurred or is continuing or will result from the Dutch trade register execution of the Amendment Agreements;
1.6.2 the representations and warranties set out in Clause 19 (handelsregisterRepresentations) relating of the Amended and Restated Common Terms Agreement are true and correct in all respects;
1.6.3 that no event or series of events or circumstances has occurred or arisen which, in the Borrower's opinion, is likely to it dated have a Material Adverse Effect;
1.6.4 that no earlier than five Business Days prior investigation, litigation, arbitration or administrative proceedings of or before any court, arbitral body, competent competition authority or other regulatory authority or government agency which, if adversely determined, will have or is reasonably likely to have a Material Adverse Effect have, to the date of this Agreement;
(ii) if applicable, a copy of a resolution best of its board of supervisory directors approving the execution ofknowledge and belief, and the terms of, and the transactions contemplated by, the Finance Documents; and
(iii) if applicable, a completed form MR01 in respect been started or threatened against it or any member of the English Supplemental Security Agreement and a completed CRO registration template in agreed form for the Irish Supplemental Security AgreementGroup.
(g) In respect of the 1.7 If such Obligor is a US Guarantor, a certificate as to the existence and good standing (including verification of the tax status, if generally available) of such US Guarantor from the appropriate governmental authorities in the such US Guarantor's jurisdiction of organisation, in form and substance reasonably satisfactory to the Facility Agent and its counsel.
(h) Evidence that the Company 1.8 If such Obligor is recognised as a Qualifying Central Counterparty US Guarantor, a solvency certificate signed by the DNB chief financial officer or chief accounting officer of such Obligor in form and substance satisfactory to the AFM under EXXX Facility Agent and the Dutch Financial Supervision Actits counsel.
Appears in 1 contract
Samples: Common Terms Agreement (Net 1 Ueps Technologies Inc)
Obligors. (a) A copy of the constitutional documents of each Obligor or a certificate of an authorised signatory confirming that the constitutional documents previously delivered to the Facility Agent for the purposes of the Original Facility Agreement have not been amended and remain in full force and effectObligor.
(b) A copy of a good standing certificate with respect to the Original Borrower and Gold Fields Holdings Company (BVI) Limited, issued as of a recent date by the appropriate official in the British Virgin Islands.
(c) A copy of a resolution of the board of directors of each Obligor:
(i) approving the terms of, and the transactions contemplated by this Agreementby, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Finance Documents to which it is a party and resolving that it execute, deliver and perform this Agreement, any Supplemental Security Agreement, any Fee Letter and execute the other documents referred to in this Schedule 2 Finance Documents to which it is a party;
(ii) authorising a specified person or persons to execute this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Finance Documents to which it is a partyparty 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 this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 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 (bc) above.
(de) A certificate of each Obligor incumbency from the registered agent for the Original Borrower and Gold Fields Holdings Company (BVI) Limited.
(f) A copy of the resolution of the shareholders of the Original Borrower and Gold Fields Holdings Company (BVI) Limited approving the relevant resolutions of the board of directors and the transactions contemplated thereby.
(g) A certificate of the Obligors (signed by a director or, in the case of the Guarantor only, by an executive officerdirector) confirming that borrowing or guaranteeing or securingguaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security guaranteeing or similar limit binding on that any Obligor to be exceeded.
(eh) A certificate of an authorised signatory of the relevant 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.
(f) In respect of the Company:
(i) an up-to-date extract from the Dutch trade register (handelsregister) relating to it dated no earlier than five Business Days prior to the date of this Agreement;
(ii) if applicable, a copy of a resolution of its board of supervisory directors approving the execution of, and the terms of, and the transactions contemplated by, the Finance Documents; and
(iii) if applicable, a completed form MR01 in respect of the English Supplemental Security Agreement and a completed CRO registration template in agreed form for the Irish Supplemental Security Agreement.
(g) In respect of the Guarantor, a certificate as to the existence and good standing of the Guarantor from the appropriate governmental authorities in the Guarantor's jurisdiction of organisation, in form and substance reasonably satisfactory to the Facility Agent and its counsel.
(h) Evidence that the Company is recognised as a Qualifying Central Counterparty by the DNB and the AFM under EXXX and the Dutch Financial Supervision Act.
Appears in 1 contract
Samples: Facility Agreement (Gold Fields LTD)
Obligors. (a) A copy of the constitutional documents of each Obligor or a certificate of an authorised signatory confirming that the constitutional documents previously delivered to the Facility Agent for the purposes Constitutional Documents of the Original Facility Agreement have not been amended Company and remain in full force and effectthe Security Provider.
(b) A copy of a resolution of the board of directors of each ObligorObligor and the Security Provider:
(i) approving the terms of, and the transactions contemplated by this Agreementby, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Finance Documents to which it is a party and resolving that it execute, deliver and perform this Agreement, any Supplemental Security Agreement, any Fee Letter and execute the other documents referred to in this Schedule 2 Finance Documents to which it is a party;
(ii) authorising a specified person or persons to execute this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Finance Documents to which it is a partyparty 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 this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 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.
(d) A certificate of each Obligor and the Security Provider (signed by a director or, in the case of the Guarantor only, by an executive officerauthorised signatory) confirming that borrowing issuing or guaranteeing or securing, as appropriate, the Total Commitments Promissory Certificates would not cause any borrowingissuing, guaranteeing, security securing or similar limit binding on that any Obligor or the Security Provider to be exceeded.
(e) A certificate of an authorised signatory of the relevant Obligor Obligor, the Security Provider and AP GP Holdings, LLC certifying that each copy document relating to it specified in this Schedule 2 Part I (Conditions Precedent) is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.
(f) In respect of the Company:
(i) an up-to-date extract A good standing certificate or similar from the Dutch trade register (handelsregister) relating to it Secretary of State of Delaware for each Obligor, the Security Provider and AP GP Holdings, LLC dated no earlier than five Business Days prior a date reasonably close to the date of this Agreement;
(ii) if applicable, a copy of a resolution of its board of supervisory directors approving the execution of, and the terms of, and the transactions contemplated by, the Finance Documents; and
(iii) if applicable, a completed form MR01 in respect of the English Supplemental Security Agreement and a completed CRO registration template in agreed form for the Irish Supplemental Security AgreementInitial Closing Date.
(g) In respect of the Guarantor, a certificate as to the existence and good standing of the Guarantor from the appropriate governmental authorities in the Guarantor's jurisdiction of organisation, in form and substance reasonably satisfactory to the Facility Agent and its counsel.
(h) Evidence that the Company is recognised as a Qualifying Central Counterparty by the DNB and the AFM under EXXX and the Dutch Financial Supervision Act.
Appears in 1 contract
Samples: Subscription Agreement (Radius Global Infrastructure, Inc.)
Obligors. (a) 1.1 A copy of the constitutional documents of each Obligor or or, if the Agent has previously received a copy, a certificate of an authorised signatory of each Obligor confirming that the constitutional documents previously delivered to copy in the Facility Agent for the purposes of the Original Facility Agreement have not been amended Agent’s possession is still correct, complete and remain in full force and effecteffect as at the date of this Agreement.
(b) 1.2 A copy of a resolution of the board or, if applicable, a committee of the board of directors of each Obligor:
(i) 1.2.1 approving the terms of, and the transactions contemplated by this Agreementby, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Finance Documents to which it is a party and resolving that it execute, deliver and perform this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 to which it is a partyexecutes such Finance Documents;
(ii) 1.2.2 authorising a specified person or persons to execute this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Finance Documents to which it is a party; and
(iii) 1.2.3 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with this Agreement, any Supplemental Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2 Finance Documents to which it is a party.
(c) 1.3 If applicable, a copy of a resolution of the board of directors of the relevant company, establishing the committee referred to in paragraph 1.2 above.
1.4 A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) 1.2 above.
1.5 A copy of a resolution signed by all the holders of the issued shares in each Obligor (d) other than the Company), approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party.
1.6 A certificate copy of a resolution of the board of directors of each corporate shareholder of each Obligor (signed by a director or, in other than the case Company) approving the terms of the Guarantor only, by resolution referred to in paragraph 1.5 above.
1.7 A certificate of an executive officer) confirming authorised signatory of the Company certifying that borrowing or guaranteeing or securingguaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, security guarantee or similar limit binding on that any Obligor to be exceeded.
(e) 1.8 A certificate of an authorised signatory of the relevant Obligor Company certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.
(f) In respect of the Company:
(i) an up-to-date extract from the Dutch trade register (handelsregister) relating to it dated no earlier than five Business Days prior to the date of this Agreement;
(ii) if applicable, a copy of a resolution of its board of supervisory directors approving the execution of, and the terms of, and the transactions contemplated by, the Finance Documents; and
(iii) if applicable, a completed form MR01 in respect of the English Supplemental Security Agreement and a completed CRO registration template in agreed form for the Irish Supplemental Security Agreement.
(g) In respect of the Guarantor, a certificate as to the existence and good standing of the Guarantor from the appropriate governmental authorities in the Guarantor's jurisdiction of organisation, in form and substance reasonably satisfactory to the Facility Agent and its counsel.
(h) Evidence that the Company is recognised as a Qualifying Central Counterparty by the DNB and the AFM under EXXX and the Dutch Financial Supervision Act.
Appears in 1 contract
Samples: Amendment and Restatement Agreement
