Original Obligors Clause Samples
The 'Original Obligors' clause defines the parties who are initially responsible for fulfilling the obligations set out in the agreement. This typically includes identifying the specific individuals or entities that are bound by the contract from its inception, such as borrowers or guarantors in a loan agreement. By clearly specifying who the original obligors are, the clause ensures there is no ambiguity regarding who holds primary responsibility under the contract, thereby reducing the risk of disputes over liability.
Original Obligors. A copy of the constitutional documents of each Original Obligor.
Original Obligors. (a) A copy of the constitutional documents of each Original Obligor.
(b) A copy of a resolution of the board of directors or equivalent body 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 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 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.
(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.
(d) A copy of a resolution signed by all the holders of the issued shares in each Original Obligor (other than the Parent), approving the terms of, and the transactions contemplated by, the Finance Documents to which that Original Obligor is a party.
(e) A certificate from each Original Obligor (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
(f) A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in this Part III of Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
Original Obligors. (a) A copy of the constitutional documents of each Original Obligor, a recent extract from the Dutch trade register (handelsregister) relating to each Original Obligor incorporated in the Netherlands and an excerpt from the Luxembourg Register of Commerce and Companies relating to each Original Obligor incorporated in the Grand Duchy of Luxembourg.
(b) A copy of a resolution of the board of directors, the supervisory board of directors, or the general meeting of its shareholders, or equivalent corporate authority documentation as appropriate, of each Original Obligor or, in the case of the Previous Parent, a certificate of an authorised signatory of the Previous Parent setting out the terms of a resolution of the board of directors:
(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it 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.
(d) A certificate of the Previous Parent dated no earlier than the date of this Agreement (signed by an officer) confirming:
(i) that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded;
(ii) the representations made by the Previous Parent (for itself and each other Obligor as applicable) in the Agreement are true and accurate;
(iii) that since 31 December 2009, no event 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 Previous Parent’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 Disclosed Claims;
(v) that there is no subsisting unsatisfied judgement or award in an amount exceeding US ...
Original Obligors. 1.1 A copy of the constitutional documents of each Original Obligor.
1.2 A copy of a resolution of the board of directors of each Original Obligor and other members of the Group which are party to a Finance Document:
1.2.1 approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;
1.2.2 authorising it, for all purposes required under sections 45 and/or 46 of the Companies Act (as applicable), to provide the "financial assistance" and to make any "distribution" that may arise as a result of its entry into the Finance Documents to which it is a party;
1.2.3 authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and
1.2.4 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.
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 Finance Documents to which it is a party.
1.4 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2.
1.5 A certificate of the Borrower and each other Original Obligor (signed by a director or other authorised signatory):
1.5.1 confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
1.5.2 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 as at a date no earlier than the Closing Date.
1.6 A certificate of the Borrower (signed by a director or other authorised signatory) confirming as at the Closing Date that:
1.6.1 no Default or Event of Default has occurred or is continuing or will result from the execution of the Finance Documents;
1.6.2 the representations and warranties set out in Clause 19 (Representations) 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 have a Material Adverse Effect;
1.6.4 that no investigati...
Original Obligors. (a) A copy of the constitutional documents of each Original Obligor.
(b) A copy of a resolution of the board of directors or equivalent body 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 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 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.
Original Obligors. (a) In relation to an Original Obligor incorporated or established in Germany an up-to-date commercial register extract (Handelsregisterausdruck), its articles of association (Satzung) or partnership agreement (Gesellschaftsvertrag), copies of any by-laws as well as a list of shareholders (Gesellschafterliste) (in each case, if applicable).
(b) A copy of a good standing certificate (including verification of tax status) with respect to each U.S. Obligor, issued as of a recent date by the Secretary of State or other appropriate official of each U.S. Obligor's jurisdiction of incorporation or organisation.
(c) In relation to an Original Obligor incorporated or established in a jurisdiction other than Germany a copy of its constitutional documents.
(d) In relation to an Original Obligor incorporated or established in Germany a copy of a resolution signed by all the holders of the issued shares of such Original Obligor and/or if applicable and required under the respective Original Obligor’s constitutional documents, a copy of a resolution of the supervisory board (Aufsichtsrat) and/or advisory board (Beirat) of such Original Obligor approving the terms of, and the transactions contemplated by the Finance Documents.
(e) In relation to an Original Obligor incorporated in a jurisdiction other than Germany, or England and Wales or a jurisdiction of the U.S., a copy of a resolution signed by all the holders of the issued shares in each such Original Obligor, approving the terms of, and the transactions contemplated by the Finance Documents.
(f) A copy of a resolution of the board of directors, or equivalent governing body, of each Original Obligor incorporated or established in a jurisdiction other than Germany:
(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it 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.
(g) A specimen of the signature of each person authorised to execute any Finance Document and other documents and notices (including, if relevant, any Utilisation Request) to be sign...
Original Obligors. (a) A copy of the Constitutional Documents of each Original Obligor.
(b) In respect of the Original Obligors, a recent excerpt from the commercial register (Handelsregister) of the Original Obligors, not older than 14 days from the date of this Agreement.
(c) A copy of a resolution of the shareholder(s) 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; and
(ii) authorising the Company to act as its agent in connection with the Finance Documents.
(d) A specimen of the signature of each person authorised to execute, on behalf of each Original Obligor, the Finance Documents and related documents to which it is a party and to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with such Finance Documents.
(e) A certificate by the directors of each Original Obligor confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments will not cause any borrowing, guarantee, security or similar limit binding on any Original Obligor to be exceeded.
(f) A certificate by the directors of each 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.
Original Obligors. (a) A copy of the constitutional documents of each Original Obligor.
(b) A copy of a good standing certificate (including verification of tax status) with respect to each U.S. Obligor, issued as of a recent date by the Secretary of State or other appropriate official of each U.S. Obligor’s jurisdiction of incorporation or organisation.
(c) A copy of a resolution of the board of directors (or a duly appointed committee of the board of directors) of each Original Obligor:
Original Obligors. (a) A copy of the constitutional documents of each Original Obligor (comprising, in the case of each Original Obligor incorporated in the British Virgin Islands or the Cayman Islands, its currently effective memorandum and articles of association, certificate of incorporation (and certificate(s) of incorporation on change of name, if any), register of directors, register of mortgages and charges and, other than in the case of the Company, its register of members).
(b) A copy of a resolution 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 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) 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 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 each Original Guarantor, resolving that it is in the best interests of that Original 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.
(d) A copy of a resolution signed by all the holders of the issued shares in each Original Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which that Original Guarantor is a party.
(e) A certificate from the Company (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it or any Original Obligor to be exceeded.
(f) A certificate of an authorised signatory of the Company certifying that each copy document specified in this Part A of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
(g) A copy of a certificate of good standing in respect of each Original Obligor incorporated in the British Virgin Islands or the Cayman Islands.
(h) A copy of a certificate of incumbency (or registered agent’s certificate) from the registered agent of each Original Obligor incorporat...
Original Obligors. (a) A copy of the constitutional documents of each Original Obligor (being, in the case of the Parent, its statuto and atto costititutivo).
(b) A copy of a resolution of the board of directors or, if applicable, equivalent body 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 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 or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed or despatched by it under or in connection with the Finance Documents to which it is a party;
(iv) in the case of an Obligor other than the Parent, authorising the Parent to act as its agent in connection with the Finance Documents; and
(v) if applicable, a copy of the resolution of the board of directors of the relevant company, establishing the body referred to in sub-paragraph (iv) above.
(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.
(d) The Structure Memorandum together addressed to or capable of being relied on by the Finance Parties (other than the Hedging Banks).