TO BE DELIVERED BEFORE THE FIRST REQUEST. Corporate documentation 1. A copy of the constitutional documents of each Obligor. 2. A copy of a resolution of the board of directors and a resolution of the shareholders (if applicable) of each Obligor approving the terms of, and the transactions contemplated by, this Agreement and each other Finance Document to which it is a party, and in case of the Company, if there is a conflict of interest (tegenstrijdig belang) designating each member of the managing board of the Company and any attorney-in-fact to whom a power of attorney has, or will be granted, in connection with the transactions contemplated by this Agreement and each other Finance Documents, as a special representative. 3. A specimen of the signature of each person authorised on behalf of an Obligor to enter into or witness the entry into of any Finance Document or to sign or send any document or notice in connection with any Finance Document. 4. If applicable, an unconditional positive works council advice (advies) in respect of the transactions contemplated by this Agreement and each other Finance Document. 5. For the Original Guarantor, a good standing certificate issued as of a recent date by the Secretary of State of the State of Delaware. 6. A certificate of an authorised signatory of the Company certifying that each copy document specified in this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 7. Evidence that the agent of the Obligors under the Finance Documents for service of process in England and Wales has accepted its appointment. 8. A legal opinion of Xxxxx & Overy LLP, legal advisers in The Netherlands to the Arrangers and the Facility Agent, addressed to the Finance Parties. 9. A legal opinion of Xxxxx & Xxxxx LLP, legal advisers in England and Wales to the Arrangers and the Facility Agent, addressed to the Finance Parties. 10. A legal opinion of Xxxxxxx Xxxx Slate Xxxxxxx & Xxxx LLP, legal advisers in the State of Delaware to the Obligors, addressed to the Finance Parties. 11. Evidence that all fees and expenses then due and payable from the Company under this Agreement have been or will be paid by the first Utilisation Date. 12. Evidence that the Xxxx Xxx Corporate Facility has been prepaid and cancelled in full. 13. Evidence that the Bridge Facilities have been repaid or prepaid and cancelled in full. 14. Evidence that the Separation Date has occurred. 15. Evidence that an amount of debt securities issued by the Original Guarantor equal to the amount of Xxxx Xxx Debt Securities has been transferred to the holders of the Xxxx Xxx Debt Securities in satisfaction of such Xxxx Xxx Debt Securities. 16. A copy of the Original Financial Statements. 17. A corporate structure chart of the Group reflecting the main operational companies that form part of the Group assuming the Separation Date has occurred. 18. Any documentation or other evidence which is requested by any Finance Party to enable it to carry out and be satisfied with the results of all applicable customer due diligence requirements. 19. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified the Company is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, any Finance Document or for the validity and enforceability of any Finance Document.
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Samples: Revolving Credit Facility (Sara Lee Corp), Revolving Credit Facility (D.E Master Blenders 1753 B.V.)
TO BE DELIVERED BEFORE THE FIRST REQUEST. Corporate documentation
1. A copy of the constitutional documents of each ObligorOriginal Obligor (including, without limitation, up to date trade licences, commercial registration confirmations and chamber of commerce registration certificates, other than in respect of the Original Obligors incorporated in the United States of America) or, if the Facility Agent already has a copy, a certificate of an authorised signatory of the relevant Obligor confirming that the copy in the Facility Agent’s possession is still correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
2. A copy of the certificate or articles of incorporation or other formation documents, including all amendments thereto, of the Original Obligors incorporated in the United States of America, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of that Original Obligor as of a recent date, from such Secretary of State.
3. A copy of a resolution of the board of directors and a resolution of the shareholders (if applicable) of each Original Obligor approving the terms of, and the transactions contemplated by, this Agreement and each other Finance Document to which it is Agreement.
4. A copy of a party, and in case resolution of the Company, if there is a conflict shareholders of interest each Obligor (tegenstrijdig belangother than the Parent and Eros International USA Inc.) designating each member approving the terms of the managing board of the Company and any attorney-in-fact to whom a power of attorney has, or will be granted, in connection with the transactions contemplated by this Agreement and each other Finance Documents, as a special representativeAgreement.
35. A specimen of the signature of each person authorised on behalf of an each Original Obligor to enter into or witness the entry into of any Finance Document or to sign or send any document or notice in connection with any Finance Document.
4. If applicable, an unconditional positive works council advice (advies) in respect of the transactions contemplated by this Agreement and each other Finance Document.
5. For the Original Guarantor, a good standing certificate issued as of a recent date by the Secretary of State of the State of Delaware.
6. A certificate of an authorised signatory of the Company each Original Obligor certifying that as at the date of this Agreement:
(a) each copy document specified in this Schedule is correct, complete and in full force and effect as at effect;
(b) its entry into, and performance of the transactions contemplated by, any Finance Document to which it is a date no earlier than the date of this Agreementparty will not breach any borrowing limit or guarantee restriction imposed on it under law or otherwise.
7. Evidence that the agent of the Obligors under the Finance Documents for service of process in England and Wales has accepted its appointment.
81. A legal opinion of Xxxxx & Overy LLP, legal advisers in The Netherlands to the Arrangers and the Facility Agent, addressed to the Finance Parties.
9. A legal opinion of Xxxxx & Xxxxx LLP, legal advisers in England and Wales to the Arrangers and the Facility Agent, addressed to the Finance Parties.
102. A legal opinion of Xxxxxxx Xxxx Slate Xxxxxxx Xxxxx & Xxxx Xxxxx LLP, legal advisers in the State of Delaware United Arab Emirates to the ObligorsArrangers and the Facility Agent, addressed to the Finance Parties.
113. A legal opinion of Xxxxxxxx Chance US LLP, legal advisers in the United States of America to the Parent, and addressed to and for the benefit of the Finance Parties.
4. A legal opinion of Simcocks Advocates Ltd, legal advisers in the Isle of Man to the Arrangers and the Facility Agent, addressed to the Finance Parties.
5. A legal opinion of Xxxxxxxx Chance LLP, legal advisers in the United Arab Emirates to the Obligors, in respect of the capacity and due authorisation of each Obligor duly incorporated under the laws of the United Arab Emirates.
1. A copy of each Fee Letter duly executed.
2. A copy of the Relationship Agreement.
3. A copy of the:
(a) Original Financial Statements; and
(b) the latest unaudited interim consolidated financial statements for the first half of the current financial year of the Parent and the corresponding Compliance Certificate.
4. A copy of the latest structure chart of the Group.
5. Evidence that all fees and expenses then due and payable from the Company Parent under this Agreement have been or will be paid on or by the date of this Agreement.
6. Evidence that the Existing Facilities have each been or will be irrevocably and unconditionally repaid and cancelled in full on or before the first Utilisation Date.
127. Evidence Confirmation from each Finance Party that the Xxxx Xxx Corporate Facility has been prepaid and cancelled in fullits “know your customer” requirements are satisfied with respect to each Original Obligor.
13. Evidence that the Bridge Facilities have been repaid or prepaid and cancelled in full.
14. Evidence that the Separation Date has occurred.
15. Evidence that an amount of debt securities issued by the Original Guarantor equal to the amount of Xxxx Xxx Debt Securities has been transferred to the holders of the Xxxx Xxx Debt Securities in satisfaction of such Xxxx Xxx Debt Securities.
16. A copy of the Original Financial Statements.
17. A corporate structure chart of the Group reflecting the main operational companies that form part of the Group assuming the Separation Date has occurred.
18. Any documentation or other evidence which is requested by any Finance Party to enable it to carry out and be satisfied with the results of all applicable customer due diligence requirements.
198. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has (with reasonable prior notice) notified the Company Parent is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, any Finance Document or for the validity and enforceability of any Finance Document.
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TO BE DELIVERED BEFORE THE FIRST REQUEST. Corporate documentationOriginal Obligors
1. A copy of the constitutional documents of each Original Obligor.
2. A copy of a resolution of the board of directors and a resolution of each Original Obligor (or, in the case of the shareholders (if applicableCompany, of Holding) of each Obligor approving the terms of, and the transactions contemplated by, this Agreement and each other Finance Document to which it is a party, and in case of the Company, if there is a conflict of interest (tegenstrijdig belang) designating each member of the managing board of the Company and any attorney-in-fact to whom a power of attorney has, or will be granted, in connection with the transactions contemplated by this Agreement and each other Finance Documents, as a special representativeAgreement.
3. A specimen of the signature of each person authorised on behalf of an Original Obligor to enter into execute or witness the entry into execution of any Finance Document or to sign or send any document or notice in connection with any Finance Document.
4. If applicable, an unconditional positive works council advice (advies) in respect of the transactions contemplated by this Agreement and each other Finance Document.
5. For the Original Guarantor, a good standing certificate issued as of a recent date by the Secretary of State of the State of Delaware.
6. A certificate of an authorised signatory of the Company Company:
(a) confirming that utilising the Total Commitments in full would not breach any limit binding on any Original Obligor; and
(b) certifying that each copy document specified in Part I of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
75. Evidence that the each agent of the Original Obligors under the Finance Documents for service of process in England and Wales has accepted its appointment.
86. A copy of the most recent audited, consolidated financial statements of Holding.
7. A copy of the most recent audited, financial statements of each Original Obligor.
1. A legal opinion of Xxxxx Axxxx & Overy LLPOxxxx, London, legal advisers in The Netherlands to the Mandated Lead Arrangers and the Facility AgentAgent as to English law, addressed to the Finance Parties.
92. A If an Original Obligor is incorporated in a jurisdiction other than England, a legal opinion of Xxxxx & Xxxxx LLP, from legal advisers in England and Wales that jurisdiction to the Arrangers and the Facility AgentMandated Lead Arrangers, addressed to the Finance Parties.
10. A legal opinion of Xxxxxxx Xxxx Slate Xxxxxxx & Xxxx LLP, legal advisers in the State of Delaware to the Obligors, addressed to the Finance Parties.
111. Evidence that all fees and expenses then due and payable from the Company under this Agreement have been or will be paid by the first Utilisation Date.
122. Evidence that arrangements satisfactory to each Original Lender that has issued an Existing Letter of Credit and the Xxxx Xxx Corporate Facility has Company for the return and cancellation of the Existing Letters of Credit have been prepaid and cancelled in fullagreed.
13. Evidence that the Bridge Facilities have been repaid or prepaid and cancelled in full.
14. Evidence that the Separation Date has occurred.
15. Evidence that an amount of debt securities issued by the Original Guarantor equal to the amount of Xxxx Xxx Debt Securities has been transferred to the holders of the Xxxx Xxx Debt Securities in satisfaction of such Xxxx Xxx Debt Securities.
163. A copy of any regulatory or governmental consent, licence or registration that is required for any Original Obligor to enter into the Original Financial Statementstransactions contemplated by this Agreement.
17. A corporate structure chart of the Group reflecting the main operational companies that form part of the Group assuming the Separation Date has occurred.
18. Any documentation or other evidence which is requested by any Finance Party to enable it to carry out and be satisfied with the results of all applicable customer due diligence requirements.
194. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent (acting reasonably) has notified the Company is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, any Finance Document or for the validity and enforceability of any Finance Document.
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TO BE DELIVERED BEFORE THE FIRST REQUEST. Corporate documentationThe Borrower
1. A copy of the constitutional documents of each Obligorthe Borrower including an extract of the registration of the Borrower in the trade register of the chamber of commerce.
2. A copy of a resolution of the board of managing directors and a resolution of the shareholders (if applicable) of each Obligor Borrower approving the terms of, and the transactions contemplated by, this Agreement and each other Finance Document to which it is a party, and in case of the Company, if there is a conflict of interest (tegenstrijdig belang) designating each member of the managing board of the Company and any attorney-in-fact to whom a power of attorney has, or will be granted, in connection with the transactions contemplated by this Agreement and each other Finance Documents, as a special representativeAgreement.
3. A specimen of the signature of each person authorised on behalf of an Obligor the Borrower:
(a) to enter into execute or witness the entry into execution of any Finance Document or to sign or send any document or notice in connection with any Finance Document; and
(b) to sign any Request.
4. If applicable, an unconditional positive works council advice (advies) in respect of the transactions contemplated by this Agreement and each other Finance Document.
5. For the Original Guarantor, a good standing certificate issued as of a recent date by the Secretary of State of the State of Delaware.
6. A certificate of an authorised signatory of the Company Borrower:
(a) confirming that utilising the Total Commitments in full would not breach any borrowing or other limit binding on it; and
(b) certifying that each copy document specified in this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
75. Evidence that the agent of the Obligors Borrower under the Finance Documents for service of process in England and Wales has accepted its appointment.
86. A legal opinion of Xxxxx White & Overy Case LLP, legal advisers in The Netherlands England to the Arrangers and the Facility Agent, addressed to the Finance Parties.
97. A legal opinion of Xxxxx & Xxxxx LLPLoyens Loeff, legal advisers in England and Wales the Netherlands to the Arrangers and the Facility Agent, addressed to the Finance Parties.
10. A legal opinion of Xxxxxxx Xxxx Slate Xxxxxxx & Xxxx LLP, legal advisers in the State of Delaware to the Obligors, addressed to the Finance Parties.
118. Evidence that all fees and expenses then due and payable from the Company Borrower under this Agreement have been or will be paid by the first Utilisation Date.
129. Evidence that This Agreement and each Fee Letter, duly executed by the Xxxx Xxx Corporate Facility has been prepaid and cancelled in fullBorrower.
13. Evidence that the Bridge Facilities have been repaid or prepaid and cancelled in full.
14. Evidence that the Separation Date has occurred.
15. Evidence that an amount of debt securities issued by the Original Guarantor equal to the amount of Xxxx Xxx Debt Securities has been transferred to the holders of the Xxxx Xxx Debt Securities in satisfaction of such Xxxx Xxx Debt Securities.
1610. A copy of the Original Financial Statements.
1711. A corporate structure chart of The Syndication Letter, duly executed by the Group reflecting the main operational companies that form part of the Group assuming the Separation Date has occurredBorrower.
1812. Any documentation or other evidence which is requested by any Finance Party Evidence satisfactory to enable it to carry out and be satisfied with the results of all applicable customer due diligence requirements.
19. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent that the Mittal October 2005 Facility has notified the Company is necessary been, or desirable in connection with the entry into and performance will be as a result of, any utilisation proposed under this Facility, repaid and the transactions contemplated by, any Finance Document or for the validity and enforceability cancelled. Table of any Finance Document.Contents
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