Examples of English Guarantors in a sentence
The execution of the Indenture and the exercise by each of the English Guarantors of its rights and the performance of its obligations thereunder, including under the guarantees set out in the Indenture, have been duly authorised by all necessary corporate action on the part of each of the English Guarantors.
The English Guarantors have duly executed and delivered the Indenture.
Each of the English Guarantors has the requisite corporate capacity to enter into the Indenture, including the guarantees set out therein, and to perform its obligations thereunder.
The entry into, delivery and performance of its obligations under the Indenture by each of the English Guarantors does not violate its memorandum and articles of association, or (ii) any existing laws of England and Wales applicable to companies generally.
No authorisation, approval, consent, licence or exemption is required from any governmental, judicial or regulatory body or authority in England in connection with the execution and delivery by the English Guarantors of the Exchange Documents or the performance by each English Guarantor of its obligations thereunder.
In our capacity as English legal advisers to Novelis UK Ltd, Novelis Europe Holdings Limited and Novelis Services Limited (the “English Guarantors”), we have been asked by you to give this opinion letter in connection with the registration under the U.S. Securities Act of 1933 (the “Securities Act”) of the Notes on a registration statement on Form S-4 (the “Registration Statement”) and we have taken instructions in this regard solely from the English Guarantors.
Nothing in this Amendment is intended, or shall be construed, to constitute a novation or an accord and satisfaction of any of the Obligations or to modify, affect or impair the perfection, priority or continuation of the security interests in, security titles to or other Liens on any Collateral for the Obligations or otherwise constitute or be considered as a new or re-granting of security with respect to the English Guarantors.
The guarantee of the Notes by the English Guarantors pursuant to clause [ ] of the Indenture.
The Underwriting Agreement, dated as of February 28, 2012, among the Issuer, the English Guarantors, the US Guarantors and BNP Paribas Securities Corp and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as Representatives of the several Underwriters (as each term is defined therein).
We have acted as special counsel to each of the English Guarantors and are not the general counsel to either of them.