CONDITIONS PRECEDENT REQUIRED TO BE Sample Clauses
The 'Conditions Precedent Required to Be' clause defines specific requirements or events that must be satisfied before a contract or certain obligations within it become effective. In practice, this might include obtaining regulatory approvals, securing financing, or delivering necessary documents before the parties are bound to perform. By establishing these prerequisites, the clause ensures that all critical factors are in place before the agreement proceeds, thereby protecting parties from premature commitments and reducing the risk of non-performance.
CONDITIONS PRECEDENT REQUIRED TO BE. DELIVERED BY AN ADDITIONAL GUARANTOR
1. An Accession Deed executed by the Additional Guarantor and the Borrower.
2. A copy of the constitutional documents of the Additional Guarantor (together with such amendments thereto reasonably requested by the Security Agent to facilitate enforcement of Security).
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 Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party;
(b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf;
(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 Finance Documents to which it is a party; and
(d) authorising the Borrower to act as its agent in connection with the Finance Documents.
4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.
5. To the extent required by law, a copy of a resolution signed by all the holders of the issued shares of in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.
6. A certificate of the Additional Guarantor (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded.
7. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed.
8. A copy of any other Authorisation or other document, opinion or assurance necessary in connection with the entry into and performance of the transactions contemplated by the Accession Deed or for the validity and enforceability of any Finance Document.
9. If requested by the Agent, the latest audited financial statements of the Additional Guarantor.
10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders:
(a) a legal opinion of the legal advisers to the Agent ...
CONDITIONS PRECEDENT REQUIRED TO BE. DELIVERED BY AN ADDITIONAL OBLIGOR
1. An Accession Letter, duly executed by the Additional Obligor and the Company.
2. A copy of the constitutional documents of the Additional Obligor.
3. A copy of a resolution of the board of directors of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
(b) authorising a specified person or persons to execute the Accession Letter on its behalf; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents.
4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.
5. If the Additional Guarantor is incorporated in England and Wales, or if so required by the Agent, a copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.
6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed 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 Accession Letter.
8. If available, the latest audited financial statements of the Additional Obligor.
9. A legal opinion of ▇▇▇▇▇ & Overy LLP, legal advisers to the Arranger and the Agent in England.
10. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arranger and the Agent in the jurisdiction in which the Additional Obligor is incorporated.
11. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 39.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.
12. A copy of any other Authorisation or other document, opinion or as...
CONDITIONS PRECEDENT REQUIRED TO BE. DELIVERED BY THE ADDITIONAL BORROWER
1. An Accession Letter, duly executed by the Additional Borrower and the Original Borrower.
2. A copy of the constitutional documents of the Additional Borrower.
3. A copy of a resolution of the board of directors of the Additional Borrower:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
(b) authorising a specified person or persons to execute the Accession Letter on its behalf; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to the Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents.
CONDITIONS PRECEDENT REQUIRED TO BE. DELIVERED BY AN ADDITIONAL OBLIGOR
1. An Accession Deed executed by the Additional Obligor and the Parent.
2. A copy of the constitutional documents incorporating any necessary amendments in order to remove (to the extent legally possible) any ▇▇▇▇▇▇ on the ability to borrow, guarantee, grant Transaction Security to the Secured Parties or enforce such Transaction Security (including in the case of an Additional Obligor incorporated in (i) Germany a certified copy of the constitutional documents (Satzung or Gesellschaftsvertrag as applicable) and a certified extract from the Commercial Register (Handelsregister) not older than 14 days as at the date of the signing of the Accession Deed, (ii) Italy, a copy of the deed of incorporation (atto costitutivo) and of the current by-laws (statuto) of such Additional Obligor), (iii) Luxembourg, a certified, true, complete and up to date copy of its constitutional documents and a certified excerpt from the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés) not older than 5 days as at the date of this Agreement; and (iv) in the case of a French Additional Obligor, its Articles of Association (statuts), a copy of the extrait K-bis, certificat négatif en matière de procedure collective and état des inscriptions, not more than 15 days old).
3. A copy of a resolution of the board of directors or, if applicable, a committee of the board of directors of the Additional Obligor, or, in the case of an Additional Obligor incorporated in Germany a resolution of its general meeting of shareholders and, if applicable, a copy of a resolution of the supervisory board (Aufsichtsratsbeschluss) and/or advisory board (Beiratsbeschluss):
(a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is a party (and, if required under the laws of its jurisdiction of incorporation or organisation, resolving and setting out the reasons why the board of directors (or equivalent) considers that the entry into the Accession Deed and any other Finance Document to which it is a party is in the best interests of and to the benefit of the Additional Obligor);
(b) authorising a specified person or persons (or, in the case of an Additional Obligor incorporated in Germany, instructing the managing directors) to execute the Accession Deed and other Finance Docu...
CONDITIONS PRECEDENT REQUIRED TO BE. DELIVERED BY AN ADDITIONAL OBLIGOR
CONDITIONS PRECEDENT REQUIRED TO BE. Delivered By An Additional Obligor
CONDITIONS PRECEDENT REQUIRED TO BE. DELIVERED BY AN ADDITIONAL GUARANTOR
1. An Accession Letter, duly executed by the Additional Guarantor and the Company.
2. If the Additional Guarantor is incorporated in France, a K-bis extract and non-bankruptcy certificate for the Additional Guarantor, not more than 15 days old.
3. A copy of the articles of association of the Additional Guarantor.
4. Evidence that the person(s) who has signed the Finance Documents on behalf of the Additional Guarantor was duly authorised so to sign.
5. Evidence that each person specified as being authorised to sign, give and/or despatch on behalf of the Additional Guarantor all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed, given and/or despatched by it under or in connection with the Finance Documents is duly authorised to do so.
6. A specimen of the signature of each person referred to in paragraphs 4 and 5 above.
7. A certificate of an authorised signatory of the Additional Guarantor specifying the list of persons referred to in paragraph 5 above and certifying that each copy document listed 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 Accession Letter.
8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable and customary in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.
9. If available, the latest audited financial statements of the Additional Guarantor.
10. A legal opinion of Linklaters LLP, legal advisers to the Arranger and the Agent in France.
11. A capacity and authorisation legal opinion of the legal advisers to the Company in the jurisdiction in which the Additional Guarantor is incorporated or organised.
12. If the Additional Guarantor is a US Obligor, a certificate as to the existence and good standing (including verification of tax status, if generally available) of such US Obligor from the appropriate governmental authorities in such US Obligor’s jurisdiction of organisation.
13. If the Additional Guarantor is a US Obligor, a solvency certificate (on a consolidated basis) signed by the chief financial officer or chief accounting officer of such Obligor in form and substance satisfactory to the Agent and its counsel. REQUESTS UTILISATION REQUEST From: Imerys S.A. To: ▇▇▇▇▇▇ ▇▇...