TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed by the Additional Guarantor and the Company. 2. A copy of the constitutional documents of the Additional Guarantor. 3. A copy of a resolution of the board of directors of the Additional Guarantor: (a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession Agreement; (b) authorising a specified person or persons to execute the Guarantor Accession Agreement on its behalf; and (c) authorising a specified person or persons, on its behalf to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Agreement. 4. If lawyers in the jurisdiction of the Additional Guarantor have advised the Agent to obtain such a resolution, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement. 5. A certificate of an authorised signatory of the Additional Guarantor confirming that the execution by the Additional Guarantor of each Finance Document to which it is a party and the performance by it of its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate action. 6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above. 7. The latest accounts (audited if produced) of the Additional Guarantor. 8. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document specified in Part 4 of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement 9. If applicable, a copy of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required to ensure compliance with sections 151 to 158 of the Companies Xxx 0000 including an auditor’s report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies House. 10. A legal opinion of Xxxxx & Xxxxx and lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties. 11. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
Appears in 1 contract
Samples: Credit Agreement (Spirent PLC)
TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed (if appropriate, under seal) by the Additional Guarantor and the CompanyGuarantor.
2. A copy of the memorandum (if applicable) and articles of association and certificate of incorporation (or other equivalent constitutional documents documents) of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession AgreementAgreement as a deed;
(b) authorising a specified person or persons to execute the Guarantor Accession Agreement on its behalfas a deed; and
(c) authorising a specified person or persons, on its behalf behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the this Agreement.
4. If lawyers in the jurisdiction of the Additional Guarantor have advised is not NewTopco and the Agent lawyers referred to obtain such a resolutionin paragraph 10 below advise it to be necessary or desirable, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
5. A certificate of an authorised signatory of If the Additional Guarantor confirming that is not NewTopco, a copy of a resolution of the execution by board of directors of each corporate shareholder in the Additional Guarantor Guarantor:
(a) approving the terms of each Finance Document the resolution referred to which it is in paragraph 4 above; and
(b) authorising a party and specified person or persons to sign the performance by it of resolution on its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate actionbehalf.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
7. The latest accounts (audited if produced) of the Additional Guarantor.
8. A certificate of an authorised signatory a director of the Additional Guarantor certifying that each copy document specified in Part 4 the borrowing of this Schedule 2 is correct, complete and the Total Commitments in full force and effect as at a date no earlier than the date borrowing of the Guarantor Accession Agreement
9. If applicable, Total Commitments under (and as defined in) the 2015 Facility in full would not together cause any borrowing limit or limit on the giving of guarantees binding on it to be exceeded (whether as a copy result of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required to ensure compliance with sections 151 to 158 of the Companies Xxx 0000 including an auditor’s report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies Housesuch limit being waived or otherwise).
10. A legal opinion of Xxxxx & Xxxxx and lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties.
117. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
8. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and, if applicable, 5 above.
9. A copy of the latest annual statutory audited accounts of the Additional Guarantor.
10. A legal opinion of Xxxxx & Overy, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance Parties.
11. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document specified in this Part 2 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement.
Appears in 1 contract
TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed by the Additional Guarantor and the CompanyGuarantor.
2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents documents) of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession AgreementAgreement as a deed;
(b) authorising a specified person or persons to execute and deliver the Guarantor Accession Agreement on its behalfas a deed; and
(c) authorising a specified person or persons, on its behalf behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the this Agreement.
4. If the lawyers referred to in the jurisdiction of the Additional Guarantor have advised the Agent to obtain such a resolutionparagraph 10 below so advise, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
5. A certificate copy of an authorised signatory a resolution of the Additional Guarantor confirming that the execution by Board of Directors of each corporate shareholder in the Additional Guarantor Guarantor:
(a) approving the terms of each Finance Document the resolution referred to which it is in paragraph 4 above; and
(b) authorising a party and specified person or persons to sign the performance by it of resolution on its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate actionbehalf.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
7. The latest accounts (audited if produced) of the Additional Guarantor.
8. A certificate of an authorised signatory a director of the Additional Guarantor certifying that each copy document specified in Part 4 the borrowing of this Schedule 2 is correct, complete and the Total Commitments in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement
9. If applicable, a copy of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required would not cause any borrowing limit binding on it to ensure compliance with sections 151 to 158 of the Companies Xxx 0000 including an auditor’s report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies Housebe exceeded.
10. A legal opinion of Xxxxx & Xxxxx and lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties.
117. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
8. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and 5 above.
9. A copy of the latest audited accounts of the Additional Guarantor.
10. A legal opinion of Xxxxx & Xxxxx, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance Parties.
11. A certificate of an Authorised Signatory of the Additional Guarantor certifying that each copy document specified in Part III of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement. Back to Index
Appears in 1 contract
Samples: Syndicated Credit Facility (Reuters Group PLC /Adr/)
TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed (if appropriate, under seal) by the Additional Guarantor and the CompanyGuarantor.
2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents documents) of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession AgreementAgreement as a deed;
(b) authorising a specified person or persons to execute the Guarantor Accession Agreement on its behalfas a deed; and
(c) authorising a specified person or persons, on its behalf behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the this Agreement.
4. If lawyers in the jurisdiction of the Additional Guarantor have advised is not NewTopco and the Agent lawyers referred to obtain such a resolutionin paragraph 10 below advise it to be necessary or desirable, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
5. A certificate of an authorised signatory of If the Additional Guarantor confirming that is not NewTopco, a copy of a resolution of the execution by board of directors of each corporate shareholder in the Additional Guarantor Guarantor:
(a) approving the terms of each Finance Document the resolution referred to which it is in paragraph 4 above; and
(b) authorising a party and specified person or persons to sign the performance by it of resolution on its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate actionbehalf.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
7. The latest accounts (audited if produced) of the Additional Guarantor.
8. A certificate of an authorised signatory a director of the Additional Guarantor certifying that each copy document specified in Part 4 the borrowing of this Schedule 2 is correct, complete and the Total Commitments in full force and effect as at a date no earlier than the date borrowing of the Guarantor Accession Agreement
9. If applicable, Total Commitments under (and as defined in) the 2012 Facility in full would not together cause any borrowing limit or limit on the giving of guarantees binding on it to be exceeded (whether as a copy result of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required to ensure compliance with sections 151 to 158 of the Companies Xxx 0000 including an auditor’s report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies Housesuch limit being waived or otherwise).
10. A legal opinion of Xxxxx & Xxxxx and lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties.
117. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
8. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and, if applicable, 5 above.
9. A copy of the latest annual statutory audited accounts of the Additional Guarantor.
10. A legal opinion of Xxxxx & Overy, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance Parties.
11. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document specified in this Part 2 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement.
Appears in 1 contract
Samples: 5 Year Facility Agreement (Vodafone Group Public LTD Co)
TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed (if appropriate, under seal) by the Additional Guarantor and the CompanyGuarantor.
2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents documents) of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession AgreementAgreement as a deed;
(b) authorising a specified person or persons to execute the Guarantor Accession Agreement on its behalfas a deed; and
(c) authorising a specified person or persons, on its behalf behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the this Agreement.
4. If lawyers in the jurisdiction of the Additional Guarantor have advised is not NewTopco and the Agent lawyers referred to obtain such a resolutionin paragraph 10 below advise it to be necessary or desirable, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
5. A certificate of an authorised signatory of If the Additional Guarantor confirming that is not NewTopco, a copy of a resolution of the execution by board of directors of each corporate shareholder in the Additional Guarantor Guarantor:
(a) approving the terms of each Finance Document the resolution referred to which it is in paragraph 4 above; and
(b) authorising a party and specified person or persons to sign the performance by it of resolution on its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate actionbehalf.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
7. The latest accounts (audited if produced) of the Additional Guarantor.
8. A certificate of an authorised signatory a director of the Additional Guarantor certifying that each copy document specified in Part 4 the borrowing of this Schedule 2 is correct, complete and the Total Commitments in full force and effect as at a date no earlier than the date borrowing of the Guarantor Accession Agreement
9. If applicable, Total Commitments under (and as defined in) the 364 Day Facility in full would not together cause any borrowing limit or limit on the giving of guarantees binding on it to be exceeded (whether as a copy result of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required to ensure compliance with sections 151 to 158 of the Companies Xxx 0000 including an auditor’s report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies Housesuch limit having been waived or otherwise).
10. A legal opinion of Xxxxx & Xxxxx and lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties.
117. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
8. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and, if applicable, 5 above.
9. A copy of the latest annual statutory audited accounts of the Additional Guarantor. Back to Index
10. A legal opinion of Xxxxx & Overy, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance Parties.
11. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document specified in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement. Back to Index
Appears in 1 contract
Samples: 3 Year Facility Agreement (Vodafone Group Public LTD Co)
TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed under seal by the Additional Guarantor and the CompanyGuarantor.
2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents documents) of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor:
(ai) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession AgreementAgreement as a deed;
(bii) authorising a specified person or persons to execute the Guarantor Accession Agreement on its behalfas a deed; and
(ciii) authorising a specified person or persons, on its behalf behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the this Agreement.
4. If the lawyers referred to in the jurisdiction of the Additional Guarantor have advised the Agent paragraph 10 below advise it to obtain such a resolutionbe necessary or desirable, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
5. A certificate copy of an authorised signatory a resolution of the Additional Guarantor confirming that the execution by Board of Directors of each corporate shareholder in the Additional Guarantor Guarantor:
(i) approving the terms of each Finance Document the resolution referred to which it is in paragraph 4 above; and
(ii) authorising a party and specified person or persons to sign the performance by it of resolution on its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate actionbehalf.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
7. The latest accounts (audited if produced) of the Additional Guarantor.
8. A certificate of an authorised signatory a director of the Additional Guarantor certifying that each copy document specified in Part 4 the borrowing of this Schedule 2 is correct, complete and the Total Commitments in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement
9. If applicable, a copy of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required would not cause any borrowing limit binding on it to ensure compliance with sections 151 to 158 of the Companies Xxx 0000 including an auditor’s report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies Housebe exceeded.
10. A legal opinion of Xxxxx & Xxxxx and lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties.
117. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
8. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and 5 above.
9. A copy of the latest audited accounts of the Additional Guarantor.
10. A legal opinion of Xxxxx & Overy, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance Parties.
11. A certificate of an Authorised Signatory of the Additional Guarantor certifying that each copy document specified in Part III of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement. SCHEDULE 3
Appears in 1 contract
TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed (if appropriate, under seal) by the Additional Guarantor and the CompanyGuarantor.
2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents documents) of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession AgreementAgreement as a deed;
(b) authorising a specified person or persons to execute the Guarantor Accession Agreement on its behalfas a deed; and
(c) authorising a specified person or persons, on its behalf behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the this Agreement.
4. If lawyers in the jurisdiction of the Additional Guarantor have advised is not NewTopco and the Agent lawyers referred to obtain such a resolutionin paragraph 10 below advise it to be necessary or desirable, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
5. A certificate of an authorised signatory of If the Additional Guarantor confirming that is not NewTopco, a copy of a resolution of the execution by board of directors of each corporate shareholder in the Additional Guarantor Guarantor:
(a) approving the terms of each Finance Document the resolution referred to which it is in paragraph 4 above; and
(b) authorising a party and specified person or persons to sign the performance by it of resolution on its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate actionbehalf.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
7. The latest accounts (audited if produced) of the Additional Guarantor.
8. A certificate of an authorised signatory a director of the Additional Guarantor certifying that each copy document specified in Part 4 the borrowing of this Schedule 2 is correct, complete and the Total Commitments in full force and effect as at a date no earlier than the date borrowing of the Guarantor Accession Agreement
9. If applicable, Total Commitments under (and as defined in) the 5 Year Facility in full would not together cause any borrowing limit or limit on the giving of guarantees binding on it to be exceeded (whether as a copy result of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required to ensure compliance with sections 151 to 158 of the Companies Xxx 0000 including an auditor’s report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies Housesuch limit being waived or otherwise).
10. A legal opinion of Xxxxx & Xxxxx and lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties.
117. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
8. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and, if applicable, 5 above.
9. A copy of the latest annual statutory audited accounts of the Additional Guarantor. Back to Contents
10. A legal opinion of Xxxxx & Overy, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance Parties.
11. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document specified in this Part 2 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement.
Appears in 1 contract
TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed (if appropriate, under seal) by the Additional Guarantor and the CompanyGuarantor.
2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents documents) of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession AgreementAgreement as a deed;
(b) authorising a specified person or persons to execute the Guarantor Accession Agreement on its behalfas a deed; and
(c) authorising a specified person or persons, on its behalf behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the this Agreement.
4. If lawyers in the jurisdiction of the Additional Guarantor have advised is not NewTopco and the Agent lawyers referred to obtain such a resolutionin paragraph 10 below advise it to be necessary or desirable, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
5. A certificate of an authorised signatory of If the Additional Guarantor confirming that is not NewTopco, a copy of a resolution of the execution by board of directors of each corporate shareholder in the Additional Guarantor Guarantor:
(a) approving the terms of each Finance Document the resolution referred to which it is in paragraph 4 above; and
(b) authorising a party and specified person or persons to sign the performance by it of resolution on its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate actionbehalf.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
7. The latest accounts (audited if produced) of the Additional Guarantor.
8. A certificate of an authorised signatory a director of the Additional Guarantor certifying that each copy document specified in Part 4 the borrowing of this Schedule 2 is correct, complete and the Total Commitments in full force and effect as at a date no earlier than the date borrowing of the Guarantor Accession Agreement
9. If applicable, Total Commitments under (and as defined in) the 3 Year Facility in full would not together cause any borrowing limit or limit on the giving of guarantees binding on it to be exceeded (whether as a copy result of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required to ensure compliance with sections 151 to 158 of the Companies Xxx 0000 including an auditor’s report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies Housesuch limit being waived or otherwise).
10. A legal opinion of Xxxxx & Xxxxx and lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties.
117. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
8. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and, if applicable, 5 above.
9. A copy of the latest annual statutory audited accounts of the Additional Guarantor. Back to Index
10. A legal opinion of Axxxx & Oxxxx, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance Parties.
11. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document specified in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement. Back to Index
Appears in 1 contract
Samples: 364 Day Facility Agreement (Vodafone Group Public LTD Co)
TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed by the Additional Guarantor and the CompanyGuarantor.
2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents documents) of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession AgreementAgreement as a deed;
(b) authorising a specified person or persons to execute the Guarantor Accession Agreement on its behalfas a deed; and
(c) authorising a specified person or persons, on its behalf behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the this Agreement.
4. If the lawyers referred to in the jurisdiction of the Additional Guarantor have advised the Agent paragraph 10 below advise it to obtain such a resolutionbe necessary, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
5. A certificate copy of an authorised signatory a resolution of the Additional Guarantor confirming that the execution by Board of Directors of each corporate shareholder in the Additional Guarantor Guarantor:
(a) approving the terms of each Finance Document the resolution referred to which it is in paragraph 4 above; and
(b) authorising a party and specified person or persons to sign the performance by it of resolution on its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate actionbehalf.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
7. The latest accounts (audited if produced) of the Additional Guarantor.
8. A certificate of an authorised signatory a director of the Additional Guarantor certifying that each copy document specified in Part 4 guaranteeing of this Schedule 2 is correct, complete and the Total Commitments in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement
9. If applicable, a copy of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required would not cause any borrowing limit binding on it to ensure compliance with sections 151 to 158 of the Companies Xxx 0000 including an auditor’s report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies Housebe exceeded.
10. A legal opinion of Xxxxx & Xxxxx and lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties.
117. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
8. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and 5 above.
9. A copy of the latest audited accounts of the Additional Guarantor.
10. A legal opinion of Xxxxx & Xxxxx LLP, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance Parties.
11. A certificate of an Authorised Signatory of the Additional Guarantor certifying that each copy document specified in Part 3 of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement.
12. For any Additional Guarantor which is not incorporated under the laws of England and Wales, evidence that an agent for service of process in England (and which is acceptable to the Agent) has accepted its appointment.
Appears in 1 contract
TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, Agreement duly executed as a deed (if appropriate, under seal) by the Additional Guarantor and the CompanyGuarantor.
2. A copy of the memorandum (if applicable) and articles of association and certificate of incorporation (or other equivalent constitutional documents documents) of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession AgreementAgreement as a deed;
(b) authorising a specified person or persons to execute the Guarantor Accession Agreement on its behalfas a deed; and
(c) authorising a specified person or persons, on its behalf behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the this Agreement.
4. If lawyers in the jurisdiction of the Additional Guarantor have advised is not NewTopco and the Agent lawyers referred to obtain such a resolutionin paragraph 10 below advise it to be necessary or desirable, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
5. A certificate of an authorised signatory of If the Additional Guarantor confirming that is not NewTopco, a copy of a resolution of the execution by board of directors of each corporate shareholder in the Additional Guarantor Guarantor:
(a) approving the terms of each Finance Document the resolution referred to which it is in paragraph 4 above; and
(b) authorising a party and specified person or persons to sign the performance by it of resolution on its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate actionbehalf.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
7. The latest accounts (audited if produced) of the Additional Guarantor.
8. A certificate of an authorised signatory a director of the Additional Guarantor certifying that each copy document specified in Part 4 the borrowing of this Schedule 2 is correct, complete and the Total Commitments in full force and effect as at a date no earlier than the date borrowing of the Guarantor Accession Agreement
9. If applicable, Total Commitments under (and as defined in) the 2017 Facility in full would not together cause any borrowing limit or limit on the giving of guarantees binding on it to be exceeded (whether as a copy result of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required to ensure compliance with sections 151 to 158 of the Companies Xxx 0000 including an auditor’s report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies Housesuch limit being waived or otherwise).
10. A legal opinion of Xxxxx & Xxxxx and lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties.
117. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
8. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and, if applicable, 5 above.
9. A copy of the latest annual statutory audited accounts of the Additional Guarantor.
10. A legal opinion of Xxxxx & Overy, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance Parties.
11. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document specified in this Part 2 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement.
Appears in 1 contract
TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed by the Additional Guarantor and the Company.
2. A copy of the constitutional documents of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession Agreement;
(b) authorising a specified person or persons to execute the Guarantor Accession Agreement on its behalf; and
(c) authorising a specified person or persons, on its behalf to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Agreement.
4. If lawyers in the jurisdiction of the Additional Guarantor have advised the Agent to obtain such a resolution, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
5. A certificate of an authorised signatory of the Additional Guarantor confirming that the execution by the Additional Guarantor of each Finance Document to which it is a party and the performance by it of its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate action.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
7. The latest accounts (audited if produced) of the Additional Guarantor.
8. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document specified in Part 4 IV of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement.
9. If applicable, a copy of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required to ensure compliance with sections 151 to 158 of the Companies Xxx 0000 including an auditor’s 's report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies House.
10. A legal opinion of Xxxxx & Xxxxx and lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties.
11. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.. SCHEDULE 3 CALCULATION OF THE MANDATORY COST
(a) The Mandatory Cost for a Loan for its Interest Period or each of its Interest Periods, as appropriate, is the rate determined by the Agent to be equal to the arithmetic mean (rounded upward, if necessary, to four decimal places) of the respective rates notified by each of the Reference Banks to the Agent and calculated in accordance with the following formulae: In relation to a Loan denominated in Sterling: BY + S(Y-Z) + F x 0.01% per annum = Mandatory Cost --------------------------------- 100-(B + S) in relation to any other Loan:
Appears in 1 contract
Samples: Supplemental Agreement (Spirent PLC)
TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed by the Additional Guarantor and the Company.
2. A copy of the constitutional documents of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession Agreement;
(b) authorising a specified person or persons to execute the Guarantor Accession Agreement on its behalf; and
(c) authorising a specified person or persons, on its behalf to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Agreement.
4. If lawyers in the jurisdiction of the Additional Guarantor have advised the Agent to obtain such a resolution, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
5. A certificate of an authorised signatory of the Additional Guarantor confirming that the execution by the Additional Guarantor of each Finance Document to which it is a party and the performance by it of its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate action.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
7. The latest accounts (audited if produced) of the Additional Guarantor.
8. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document specified in this Part 4 3 of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement.
9. If applicable, a copy of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required to ensure compliance with sections 151 to 158 of the Companies Xxx 0000 including an auditor’s 's report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies House.
10. A legal opinion of Xxxxx & Xxxxx and lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties.
11. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
Appears in 1 contract
TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed by the Additional Guarantor and the CompanyGuarantor.
2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents documents) of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession AgreementAgreement as a deed;
(b) authorising a specified person or persons to execute and deliver the Guarantor Accession Agreement on its behalfas a deed; and
(c) authorising a specified person or persons, on its behalf behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the this Agreement.
4. If the lawyers referred to in the jurisdiction of the Additional Guarantor have advised the Agent to obtain such a resolutionparagraph 10 below so advise, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
5. A certificate copy of an authorised signatory a resolution of the Additional Guarantor confirming that the execution by Board of Directors of each corporate shareholder in the Additional Guarantor Guarantor:
(a) approving the terms of each Finance Document the resolution referred to which it is in paragraph 4 above; and
(b) authorising a party and specified person or persons to sign the performance by it of resolution on its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate actionbehalf.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
7. The latest accounts (audited if produced) of the Additional Guarantor.
8. A certificate of an authorised signatory a director of the Additional Guarantor certifying that each copy document specified in Part 4 the borrowing of this Schedule 2 is correct, complete and the Total Commitments in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement
9. If applicable, a copy of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required would not cause any borrowing limit binding on it to ensure compliance with sections 151 to 158 of the Companies Xxx 0000 including an auditor’s report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies Housebe exceeded.
10. A legal opinion of Xxxxx & Xxxxx and lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties.
117. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
8. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and 5 above.
9. A copy of the latest audited accounts of the Additional Guarantor.
10. A legal opinion of Xxxxx & Xxxxx, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance Parties. 56
11. A certificate of an Authorised Signatory of the Additional Guarantor certifying that each copy document specified in Part III of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement. 57
Appears in 1 contract
Samples: Syndicated Credit Facility Agreement (Reuters Group PLC /Adr/)
TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed by the Additional Guarantor and the CompanyGuarantor.
2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents documents) of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession AgreementAgreement as a deed;
(b) authorising a specified person or persons to execute and deliver the Guarantor Accession Agreement on its behalfas a deed; and
(c) authorising a specified person or persons, on its behalf behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the this Agreement.
4. If the lawyers referred to in the jurisdiction of the Additional Guarantor have advised the Agent to obtain such a resolutionparagraph 10 below so advise, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
5. A certificate copy of an authorised signatory a resolution of the Additional Guarantor confirming that the execution by Board of Directors of each corporate shareholder in the Additional Guarantor Guarantor:
(a) approving the terms of each Finance Document the resolution referred to which it is in paragraph 4 above; and
(b) authorising a party and specified person or persons to sign the performance by it of resolution on its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate actionbehalf.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
7. The latest accounts (audited if produced) of the Additional Guarantor.
8. A certificate of an authorised signatory a director of the Additional Guarantor certifying that each copy document specified in Part 4 the borrowing of this Schedule 2 is correct, complete and the Total Commitments in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement
9. If applicable, a copy of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required would not cause any borrowing limit binding on it to ensure compliance with sections 151 to 158 of the Companies Xxx 0000 including an auditor’s report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies Housebe exceeded.
10. A legal opinion of Xxxxx & Xxxxx and lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties.
117. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
8. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and 5 above.
9. A copy of the latest audited accounts of the Additional Guarantor.
10. A legal opinion of Xxxxx & Xxxxx, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance Parties.
11. A certificate of an Authorised Signatory of the Additional Guarantor certifying that each copy document specified in Part III of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement. SCHEDULE 3 CALCULATION OF THE MLA COST
(a) The MLA Cost for an Advance denominated in Sterling is calculated in accordance with the following formula: BY + L(Y-X) + S(Y-Z) % per annum = MLA Cost 100-(B + S) where on the day of application of the formula: B is the percentage of the Agent's eligible liabilities which the Bank of England requires the Agent to hold on a non-interest-bearing deposit account in accordance with its cash ratio requirements; Y is the rate at which Sterling deposits are offered by the Agent to leading banks in the London interbank market at or about 11.00 a.m. on that day for the relevant period; L is the percentage of eligible liabilities which the Bank of England requires the Agent to maintain as secured money with members of the London Discount Market Association and/or as secured call money with certain money brokers and gilt-edged primary market makers;
Appears in 1 contract
Samples: Syndicated Credit Facility Agreement (Reuters Group PLC)
TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed (if appropriate, under seal) by the Additional Guarantor and the CompanyGuarantor.
2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents documents) of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession AgreementAgreement as a deed;
(b) authorising a specified person or persons to execute the Guarantor Accession Agreement on its behalfas a deed; and
(c) authorising a specified person or persons, on its behalf behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the this Agreement.
4. If lawyers in the jurisdiction of the Additional Guarantor have advised is not New Topco and the Agent lawyers referred to obtain such a resolutionin paragraph 10 below advise it to be necessary or desirable, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
5. A certificate of an authorised signatory of If the Additional Guarantor confirming that is not New Topco, a copy of a resolution of the execution by board of directors of each corporate shareholder in the Additional Guarantor Guarantor:
(a) approving the terms of each Finance Document the resolution referred to which it is in paragraph 4 above; and
(b) authorising a party and specified person or persons to sign the performance by it of resolution on its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate actionbehalf.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
7. The latest accounts (audited if produced) of the Additional Guarantor.
8. A certificate of an authorised signatory a director of the Additional Guarantor certifying that each copy document specified in Part 4 the borrowing of this Schedule 2 is correct, complete and the Total Commitments in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement
9. If applicable, a copy of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required would not cause any borrowing limit binding on it to ensure compliance with sections 151 to 158 of the Companies Xxx 0000 including an auditor’s report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies Housebe exceeded.
10. A legal opinion of Xxxxx & Xxxxx and lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties.
117. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
8. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and, if applicable, 5 above.
9. A copy of the latest annual statutory audited accounts of the Additional Guarantor.
10. A legal opinion of Xxxxx & Overy, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance Parties. Back to Contents
11. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document specified in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement. Back to Contents
Appears in 1 contract
Samples: Revolving Credit Facility (Vodafone Group Public LTD Co)
TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed by the Additional Guarantor and the Company.
2. A copy of the constitutional documents of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession Agreement;
(b) authorising a specified person or persons to execute the Guarantor Accession Agreement on its behalf; and
(c) authorising a specified person or persons, on its behalf to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Agreement.
4. If lawyers in the jurisdiction of the Additional Guarantor have advised the Agent to obtain such a resolution, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
5. A certificate of an authorised signatory of the Additional Guarantor confirming that the execution by the Additional Guarantor of each Finance Document to which it is a party and the performance by it of its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate action.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
7. The latest accounts (audited if produced) of the Additional Guarantor.
8. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document specified in this Part 4 III of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement.
9. If applicable, a copy of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required to ensure compliance with sections Sections 151 to 158 of the Companies Xxx 0000 including an auditor’s report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies House.
10. A legal opinion of Xxxxx & Xxxxx and LLP or lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties.
11. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
Appears in 1 contract
Samples: Facility Agreement (Spirent PLC)
TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed by the Additional Guarantor and the CompanyGuarantor.
2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents documents) of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession AgreementAgreement as a deed;
(b) authorising a specified person or persons to execute the Guarantor Accession Agreement on its behalfas a deed; and
(c) authorising a specified person or persons, on its behalf behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the this Agreement.
4. If the lawyers referred to in the jurisdiction of the Additional Guarantor have advised the Agent paragraph 10 below advise it to obtain such a resolutionbe necessary, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
5. A certificate copy of an authorised signatory a resolution of the Additional Guarantor confirming that the execution by Board of Directors of each corporate shareholder in the Additional Guarantor of each Finance Document to which it is a party and Guarantor:
(a) approving the performance by it of its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate action.
6. A specimen terms of the signature of each person authorised by the resolutions resolution referred to in paragraph 3 4 above; and
(b) authorising a specified person or persons to sign the resolution on its behalf.
7. The latest accounts (audited if produced) of the Additional Guarantor.
86. A certificate of an authorised signatory officer of the Additional Guarantor certifying that each copy document specified in Part 4 guaranteeing of this Schedule 2 is correct, complete and the Total Commitments in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement
9. If applicable, a copy of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required would not cause any guaranteeing limit binding on it to ensure compliance with sections 151 to 158 of the Companies Xxx 0000 including an auditor’s report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies Housebe exceeded.
10. A legal opinion of Xxxxx & Xxxxx and lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties.
117. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
8. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and 5 above.
9. A copy of the latest audited accounts of the Additional Guarantor.
10. A legal opinion of Xxxxx & Xxxxx LLP, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance Parties.
11. A certificate of an authorised officer of the Additional Guarantor certifying that each copy document specified in Part 3 of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement.
12. For any Additional Guarantor which is not incorporated under the laws of England and Wales, evidence that an agent for service of process in England (and which is acceptable to the Agent) has accepted its appointment.
Appears in 1 contract
TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed (if appropriate, under seal) by the Additional Guarantor and the CompanyGuarantor.
2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents documents) of the Additional Guarantor.
3. A copy of a resolution of the board of directors of the Additional Guarantor:
(a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession AgreementAgreement as a deed;
(b) authorising a specified person or persons to execute the Guarantor Accession Agreement on its behalfas a deed; and
(c) authorising a specified person or persons, on its behalf behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the this Agreement.
4. If lawyers in the jurisdiction of the Additional Guarantor have advised is not NewTopco and the Agent lawyers referred to obtain such a resolutionin paragraph 10 below advise it to be necessary or desirable, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
5. A certificate of an authorised signatory of If the Additional Guarantor confirming that is not NewTopco, a copy of a resolution of the execution by board of directors of each corporate shareholder in the Additional Guarantor Guarantor:
(a) approving the terms of each Finance Document the resolution referred to which it is in paragraph 4 above; and
(b) authorising a party and specified person or persons to sign the performance by it of resolution on its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate actionbehalf.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
7. The latest accounts (audited if produced) of the Additional Guarantor.
8. A certificate of an authorised signatory a director of the Additional Guarantor certifying that each copy document specified in Part 4 the borrowing of this Schedule 2 is correct, complete and the Total Commitments in full force and effect as at a date no earlier than the date borrowing of the Guarantor Accession Agreement
9. If applicable, Total Commitments under (and as defined in) the 2012 Facility in full would not together cause any borrowing limit or limit on the giving of guarantees binding on it to be exceeded (whether as a copy result of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required to ensure compliance with sections 151 to 158 of the Companies Xxx 0000 including an auditor’s report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies Housesuch limit being waived or otherwise).
10. A legal opinion of Xxxxx & Xxxxx and lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties.
117. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
8. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and, if applicable, 5 above.
9. A copy of the latest annual statutory audited accounts of the Additional Xxxxxxxxx.
00. A legal opinion of Xxxxx & Overy, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance Parties.
11. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document specified in this Part 2 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement.
Appears in 1 contract
TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed under seal by the Additional Guarantor and the CompanyGuarantor.
2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents documents) of the Additional Guarantor.
3. A copy of a resolution of the board of directors (or equivalent) of the Additional Guarantor:
(ai) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession AgreementAgreement as a deed;
(bii) authorising a specified person or persons to execute the Guarantor Accession Agreement on its behalfas a deed; and
(ciii) authorising a specified person or persons, on its behalf behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the this Agreement.
4. If the lawyers referred to in the jurisdiction of the Additional Guarantor have advised the Agent paragraph 10 below advise it to obtain such a resolutionbe necessary or desirable, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
5. A certificate copy of an authorised signatory a resolution of the Additional Guarantor confirming that the execution by Board of Directors (or equivalent) of each corporate shareholder in the Additional Guarantor Guarantor:
(i) approving the terms of each Finance Document the resolution referred to which it is in paragraph 4 above (if any); and
(ii) authorising a party and specified person or persons to sign the performance by it of resolution on its obligations under each such Finance Document are within its corporate powers and have been duly approved by all necessary corporate actionbehalf.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
7. The latest accounts (audited if produced) of the Additional Guarantor.
8. A certificate of an authorised signatory a director of the Additional Guarantor certifying that each copy document specified in Part 4 the borrowing of this Schedule 2 is correct, complete and the Total Commitments in full force and effect as at a date no earlier than by the date of the Guarantor Accession Agreement
9. If applicable, a copy of all resolutions, written decisions, declarations, certificates of incorporation and re-registration and other documents required Borrowers would not cause any borrowing limit binding on it to ensure compliance with sections 151 to 158 of the Companies Xxx 0000 including an auditor’s report from an auditor acceptable to the Agent, addressed to the Company and the Finance Parties, together with a letter from the Company confirming that it will register the relevant documents at Companies Housebe exceeded.
10. A legal opinion of Xxxxx & Xxxxx and lawyers, acceptable to the Agent, in the jurisdiction of incorporation of the Additional Guarantor addressed to the Finance Parties.
117. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
8. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and 5 above.
9. A copy of the latest audited accounts of the Additional Guarantor (if any).
10. A legal opinion of Xxxxx & Xxxxx, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance Parties.
11. A certificate of an Authorised Signatory of the Additional Guarantor certifying that each copy document specified in Part IV of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement. SCHEDULE 3
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