Common use of Original Obligors Clause in Contracts

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, this Agreement and (in the case of the Borrower) the Senior Facility D Agreement and resolving that it execute this Agreement and (in the case of the Borrower) the Senior Facility D Agreement; 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 of this Agreement and (in the case of the Borrower) the Senior Facility D Agreement; 1.2.3 authorising a specified person or persons to execute this Agreement and (in the case of the Borrower) the Senior Facility D Agreement 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 this Agreement and (in the case of the Borrower) the Senior Facility D Agreement. 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 this Agreement and (in the case of the Borrower) the Senior Facility D Agreement. 1.4 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above. 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 Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the Effective Date. 1.6 A certificate of the Borrower (signed by a director or other authorised signatory) confirming as at the Effective Date that: 1.6.1 no Default or Event of Default has occurred or is continuing or will result from the execution of this Agreement and the Senior Facility D Agreement; 1.6.2 the representations and warranties set out in Clause 19 (Representations) of the Amended & 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 have a Material Adverse Effect; 1.6.4 that no 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 best of its knowledge and belief, been started or threatened against it or any member of the Group. 1.7 If such Original Obligor is a US Guarantor, a certificate as to the existence and good standing (including verification of tax status, if generally available) of such US Guarantor from the appropriate governmental authorities in such US Guarantor’s jurisdiction of organisation, in form and substance satisfactory to the Facility Agent and its counsel. 1.8 If such Original Obligor is a US Guarantor, a solvency certificate signed by the chief financial officer or chief accounting officer of such Obligor in form and substance satisfactory to the Facility Agent and its counsel.

Original Obligors. 1.1 A copy of the constitutional documents of each Original ObligorObligor or confirmation that the constitutional documents of each Original Obligor have not changed since they were last provided. 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 Documentthis Agreement: 1.2.1 approving the terms of, and the transactions contemplated by, this Agreement and (in the case of the Borrower) the Senior Facility D Agreement and resolving that it execute this Agreement and (in the case of the Borrower) the Senior Facility D Agreement; 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 of this Agreement and (in the case of the Borrower) the Senior Facility D Agreement; 1.2.3 authorising a specified person or persons to execute this Agreement and (in the case of the Borrower) the Senior Facility D Agreement 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 this Agreement and (in the case of the Borrower) the Senior Facility D Agreement. 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 this Agreement and (in the case of the Borrower) the Senior Facility D Agreement. 1.4 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above. 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 Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the Effective Date. 1.6 A certificate of the Borrower (signed by a director or other authorised signatory) confirming as at the Effective Date that: 1.6.1 no Default or Event of Default has occurred or is continuing or will result from the execution of this Agreement and the Senior Facility D Agreement; 1.6.2 the representations and warranties set out in Clause 19 (Representations) of the Amended & 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 's opinion, is likely to have a Material Adverse Effect; 1.6.4 that no 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 best of its knowledge and belief, been started or threatened against it or any member of the Group. 1.7 If such Original Obligor is a US Guarantor, a certificate as to the existence and good standing (including verification of tax status, if generally available) of such US Guarantor from the appropriate governmental authorities in such US Guarantor’s 's jurisdiction of organisation, in form and substance satisfactory to the Facility Agent and its counsel. 1.8 If such Original Obligor is a US Guarantor, a solvency certificate signed by the chief financial officer or chief accounting officer of such Obligor in form and substance satisfactory to the Facility Agent and its counsel.

Original Obligors. 1.1 A copy of the constitutional documents of each Original ObligorObligor or confirmation that the constitutional documents of each Original Obligor have not changed since they were last provided. 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 DocumentBorrower: 1.2.1 approving the terms of, and the transactions contemplated by, this Agreement and (in the case of the Borrower) the Senior Facility D Agreement and resolving that it execute this Agreement and (in the case of the Borrower) the Senior Facility D Agreement; 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 of this Agreement and (in the case of the Borrower) the Senior Facility D Agreement; 1.2.3 authorising a specified person or persons to execute this Agreement and (in the case of the Borrower) the Senior Facility D Agreement 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 this Agreement and (in the case of the Borrower) the Senior Facility D Agreement. 1.3 A copy of a special resolution duly passed by the holders of the issued shares of each Original Guarantor the Borrower 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 this Agreement and (in the case of the Borrower) the Senior Facility D Agreement. 1.4 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above. 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 Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the Effective Date. 1.6 A certificate of the Borrower (signed by a director or other authorised signatory) confirming as at the Effective Date that: 1.6.1 no Default or Event of Default has occurred or is continuing or will result from the execution of this Agreement and the Senior Facility D Agreement; 1.6.2 the representations and warranties set out in Clause 19 (Representations) of the Amended & 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 's opinion, is likely to have a Material Adverse Effect; 1.6.4 that no 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 best of its knowledge and belief, been started or threatened against it or any member of the Group. 1.7 If such Original Obligor is a US Guarantor, a certificate as to the existence and good standing (including verification of tax status, if generally available) of such US Guarantor from the appropriate governmental authorities in such US Guarantor’s 's jurisdiction of organisation, in form and substance satisfactory to the Facility Agent and its counsel. 1.8 If such Original Obligor is a US Guarantor, a solvency certificate signed by the chief financial officer or chief accounting officer of such Obligor in form and substance satisfactory to the Facility Agent and its counsel.

Original Obligors. 1.1 A copy of the constitutional documents of each Original ObligorObligor or confirmation that the constitutional documents of each Original Obligor have not changed since they were last provided. 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 Documentthis Agreement: 1.2.1 approving the terms of, and the transactions contemplated by, this Agreement and (in the case of the Borrower) the Senior Facility D Agreement and resolving that it execute this Agreement and (in the case of the Borrower) the Senior Facility D Agreement; 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 of this Agreement and (in the case of the Borrower) the Senior Facility D Agreement; 1.2.3 authorising a specified person or persons to execute this Agreement and (in the case of the Borrower) the Senior Facility D Agreement 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 this Agreement and (in the case of the Borrower) the Senior Facility D Agreement. 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 this Agreement and (in the case of the Borrower) the Senior Facility D Agreement. 1.4 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above. 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 Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the Effective Date. 1.6 A certificate of the Borrower (signed by a director or other authorised signatory) confirming as at the Effective Date that: 1.6.1 no Default or Event of Default has occurred or is continuing or will result from the execution of this Agreement and the Senior Facility D Agreement; 1.6.2 the representations and warranties set out in Clause 19 (Representations) of the Amended & 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 's opinion, is likely to have a Material Adverse Effect; 1.6.4 that no 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 best of its knowledge and belief, been started or threatened against it or any member of the Group. 1.7 If such Original Obligor is a US Guarantor, a certificate as to the existence and good standing (including verification of tax status, if generally available) of such US Guarantor from the appropriate governmental authorities in such US Guarantor’s 's jurisdiction of organisation, in form and substance satisfactory to the Facility Agent and its counsel. 1.8 If such Original Obligor is a US Guarantor, a solvency certificate signed by the chief financial officer or chief accounting officer of such Obligor in form and substance satisfactory to the Facility Agent and its counsel.

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, this Agreement and (in the case of the Borrower) the Senior Facility D E Agreement and resolving that it execute this Agreement and (in the case of the Borrower) the Senior Facility D E Agreement; 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 of this Agreement and (in the case of the Borrower) the Senior Facility D E Agreement; 1.2.3 authorising a specified person or persons to execute this Agreement and (in the case of the Borrower) the Senior Facility D E Agreement 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 this Agreement and (in the case of the Borrower) the Senior Facility D E Agreement. 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 this Agreement and (in the case of the Borrower) the Senior Facility D E Agreement. 1.4 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above. 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 Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the Effective Date. 1.6 A certificate of the Borrower (signed by a director or other authorised signatory) confirming as at the Effective Date that: 1.6.1 no Default or Event of Default has occurred or is continuing or will result from the execution of this Agreement and the Senior Facility D E Agreement; 1.6.2 the representations and warranties set out in Clause 19 (Representations) of the Amended & 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 have a Material Adverse Effect; 1.6.4 that no 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 best of its knowledge and belief, been started or threatened against it or any member of the Group. 1.7 If such Original Obligor is a US Guarantor, a certificate as to the existence and good standing (including verification of tax status, if generally available) of such US Guarantor from the appropriate governmental authorities in such US Guarantor’s jurisdiction of organisation, in form and substance satisfactory to the Facility Agent and its counsel. 1.8 If such Original Obligor is a US Guarantor, a solvency certificate signed by the chief financial officer or chief accounting officer of such Obligor in form and substance satisfactory to the Facility Agent and its counsel.