Service of process Without. prejudice to any other mode of service allowed under any relevant law, each of the Borrowers: 23.5.1 irrevocably appoints Teekay Shipping (UK) Ltd of 0xx Xxxxx, 00 Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX Xxxxxxx as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and 23.5.2 agrees that failure by a process agent to notify the Borrowers of the process will not invalidate the proceedings concerned. SCHEDULE 1: The Lenders and the Commitments (US$) (US$) (US$) SCHEDULE 2: The Borrowers and the Vessels SCHEDULE 3: Conditions Precedent and Subsequent Part I: Conditions precedent to the First Drawdown Date in respect of either Tranche A or Tranche B (a) Constitutional Documents Copies of the constitutional documents of each Security Party, the Charterer and the Charter Guarantor together with such other evidence as the Agent may reasonably require that each Security Party, the Charterer and the Charter Guarantor is duly formed or incorporated in its country of incorporation or formation and remains in existence with power to enter into, and perform its obligations under, the Relevant Documents to which it is or is to become a party. (b) Certificates of good standing A certificate of good standing in respect of each Security Party, the Charterer and the Charter Guarantor (if such a certificate can be obtained). (c) Board resolutions A copy of a resolution of the board of directors of each Security Party, the Charterer and the Charter Guarantor (or its sole member): (i) approving the terms of, and the transactions contemplated by, the Relevant Documents to which it is a party and ratifying or resolving that it execute those Relevant Documents; and (ii) if required authorising a specified person or persons to execute those Relevant Documents (and all documents and notices to be signed and/or despatched under those documents) on its behalf.
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Samples: Secured Facility Agreement (Teekay LNG Partners L.P.), Secured Facility Agreement (Teekay LNG Partners L.P.)
Service of process Without. prejudice to any other mode of service allowed under any relevant law, each of the BorrowersBorrower:
23.5.1 irrevocably appoints Teekay Shipping (UK) Ltd WFW Legal Services Limited present of 0xx Xxxxx, 00 Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX Xxxxxxx London EC2A 2HB, England as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and
23.5.2 agrees that failure by a process agent to notify the Borrowers any Borrower of the process will not invalidate the proceedings concerned.
SCHEDULE 1. Xxxxx xxx Xxxxxxxx 0 D-60325 Frankfurt am Main Federal Republic of Germany fax no: The Lenders +00 000 000 0000 marked for the attention of Transaction and Loan Services for the Commitments purposes of Clause 18 (US$Notices) (US$) (US$) SCHEDULE 2with a copy to 0 Xxxxxxxxx Xxxxxx & 0 Xxxxx Xxxx. Xxxxxxxxx Xxxxx Xxxxx Xxxxxx 000 00 Xxxxxx, Xxxxxx Fax: The Borrowers and the Vessels SCHEDULE 3+00 000 000 0000 Email: Conditions Precedent and Subsequent Part I: Conditions precedent to the First Drawdown Date in respect of either Tranche A or Tranche Bxxx@xxxxxxx.xxx
(a) Constitutional Documents Copies of the constitutional documents of each Security Party, the Charterer and the Charter Guarantor together with such other evidence as the Agent may reasonably require that each Security Party, the Charterer and the Charter Guarantor Party is duly formed or incorporated in its country of incorporation or formation and remains in existence with power to enter into, and perform its obligations under, the Relevant Documents to which it is or is to become a party.
(b) Certificates of good standing A certificate of good standing in respect of each Security Party, the Charterer and the Charter Guarantor Party (if such a certificate can be obtained).
(c) Board resolutions A copy of a resolution of the board of directors of each Security Party, the Charterer and the Charter Guarantor (or its sole member)::
(i) approving the terms of, and the transactions contemplated by, the Relevant Documents to which it is a party and ratifying or resolving that it execute those Relevant Documents; and
(ii) if required authorising a specified person or persons to execute those Relevant Documents (and all documents and notices to be signed and/or despatched under those documents) on its behalf.
(d) Specimen signatures and copy passports A specimen of the signature and a copy of the passport of each person authorised by the resolutions referred to in paragraph (c) above.
(e) Shareholder resolutions A copy of a resolution signed by all the holders of the issued shares in each Borrower, approving the terms of, and the transactions contemplated by, the Relevant Documents to which that Borrower is a party.
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