Project Owner. (a) A copy of each of the following documents duly certified by a notary public and, if applicable, legalised: (i) a true, complete and up-to-date copy of the articles of association, if applicable, the memorandum of association and the by-laws (estatutos (ii) if the following approvals and authorisations are not covered by the board resolutions referred to in paragraph 2(a)(ii) of Part A of Schedule 2, a copy of resolution of the board of directors of the Project Owner (Acta de Directorio): (A) approving the terms of, and the transactions contemplated by the CS Amendment Documents to which it is a party and the New Power Purchase Agreement and resolving that it execute such document; (B) authorising a specific person or persons to execute the CS Amendment Documents to which it is a party and the New Power Purchase Agreement; and (C) authorising a specific person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the CS Amendment Documents to which it is a party and the New Power Purchase Agreement. (iii) if the power of attorney referred to in paragraph 2(a)(iii) of Part A of Schedule 2 is issued in respect of CP Amendment Documents only, a true, complete and up-to-date copy of the power of attorney issued by the Project Owner authorising a specific person or persons, on its behalf, to sign and/or dispatch the CS Amendment Documents to which it is a party, the New Power Purchase Agreement and all documents and notices to be signed and/or dispatched by it under or in connection with the CS Amendment Documents to which it is a party and the New Power Purchase Agreement. (b) A copy of incumbency and authorisation or similar certificate of the Project Owner which shall include, inter alia, a specimen of the signature of each person authorised by the resolution referred to in paragraph 2(a)(ii) above. (c) A true and up-to-date copy of the latest registration with the relevant Public Registry pursuant to Section 60 of the Argentine Corporations Law No. 19,550.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement, Amendment and Restatement Agreement
Project Owner. (a) A copy of each of the following documents duly certified by a notary public and, if applicable, legalised:
(i) (a) a true, complete and up-to-date copy of the articles of association, if applicable, the memorandum of association and the by-laws (estatutosestatutos sociales) of the Project Owner and other documents of incorporation of the Project Owner, duly registered with the relevant Public Registry, including in connection with the amendment of its corporate purpose, which shall be satisfactory to the Facility Agent and (b) copy of documents evidencing the filing for registration with the relevant Public Registry of the Project Owner's by-laws amendments as a consequence of the merger with EBISA;
(ii) if the following approvals and authorisations are not covered by the board resolutions referred to in paragraph 2(a)(ii) of Part A of Schedule 2, a copy of resolution of the board of directors of the Project Owner (Acta de Directorio):
(A) approving the terms of, and the transactions contemplated by by, the CS Amendment Documents (or, if applicable, the CP Amendment Documents only) to which it is a party and the New Power Purchase Agreement and resolving that it execute such documentdocuments;
(B) authorising a specific person or persons to execute the CS Amendment Documents (or, if applicable, the CP Amendment Documents only) to which it is a party and the New Power Purchase Agreementparty; and
(C) authorising a specific person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the CS Amendment Documents (or, if applicable, the CP Amendment Documents only) to which it is a party and the New Power Purchase Agreementparty.
(iii) if the power of attorney referred to in paragraph 2(a)(iii) of Part A of Schedule 2 is issued in respect of CP Amendment Documents only, a true, complete and up-to-date copy of the power of attorney issued by the Project Owner authorising a specific person or persons, on its behalf, to sign and/or dispatch the CS Amendment Documents (or, if applicable, the CP Amendment Documents only) to which it is a party, the New Power Purchase Agreement party and all documents and notices to be signed and/or dispatched by it under or in connection with the CS Amendment Documents (or, if applicable, the CP Amendment Documents only) to which it is a party and the New Power Purchase Agreementparty.
(b) A copy of incumbency and authorisation or similar certificate of the Project Owner which shall include, inter alia, a specimen of the signature of each person authorised by the resolution referred to in paragraph 2(a)(ii) above.
(c) A true and up-to-date copy of the latest registration with the relevant Public Registry pursuant to Section 60 of the Argentine Corporations Law No. 19,550.
(d) A certified copy of the following regulations designating IEASA as Project Owner:
(i) Decree No. 882;
(ii) Resolution No. 126/2018 issued by the former Ministry of Energy and published on the Official Gazette on 7 September 2018; and
(iii) Resolution No. 8/2018 issued by the Secretary of Energy of the Ministry of Treasury and published on the Official Gazette on 14 September 2018.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement, Amendment and Restatement Agreement