Examples of English Guarantors in a sentence
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 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 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.
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.
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.
If the English courts had jurisdiction to hear an action in respect of the Exchange Documents then the English courts would give effect to the choice of the laws of the State of New York as the governing law of the Exchange Documents for enforcement proceedings against the English Guarantors provided that such choice of law was made on a bona fide basis and there are no reasons for avoiding the choice of law on grounds of public policy.
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.
We have been asked to provide an opinion on behalf of the English Guarantors in connection with the execution of guarantees given by the English Guarantors contained in an indenture dated 19 November 1997 (the "Indenture") between Sparkling Spring Water Group Limited (the "Parent"), Spring Water Incorporated, the English Guarantors and the other Guarantors named therein and the Trustee named therein relating to Parent's US $100,000,000 11.5% Senior Subordinated Notes due 2007 (the "Notes").
We understand that the Notes are to be exchanged for 11.5% Senior Subordinated Notes due 2007 of the Parent (the "Exchange Notes") (together with the related guarantees of the English Guarantors as contained in the Indenture) such Exchange Notes being the subject of the Registration Statement on Form F-4 to which this opinion is an Exhibit, filed with the Securities and Exchange Commission under the United States Securities Act of 1933.