TO BE DELIVERED BY AN ADDITIONAL BORROWER Clause Samples

TO BE DELIVERED BY AN ADDITIONAL BORROWER. 1. A Borrower Accession Agreement, duly executed by the Additional Borrower and the Parent. 2. A copy (certified as a true copy by a director or officer of the Additional Borrower) of the memorandum and articles of association and certificate of incorporation (or equivalent constitutional documents) of the Additional Borrower. 3. A copy (certified as a true copy by a director or officer of the Additional Borrower) of a resolution of the board of directors of the Additional Borrower: (a) approving the terms of, and the transactions contemplated by, the Borrower Accession Agreement and resolving that it execute the Borrower Accession Agreement; (b) authorising a specified person or persons to execute the Borrower Accession Agreement on its behalf; and (c) authorising a specified person or persons, on its behalf, to sign and endorse Bills and to sign and/or despatch all other documents and notices (including Requests) to be signed and/or despatched by it under or in connection with this Agreement. 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. A favourable legal opinion from lawyers approved by the Agent and the Parent in the place of incorporation of the Additional Borrower, addressed to the Finance Parties. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SCHEDULE 4 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 arithmetic mean of the respective percentage of each Reference Bank's eligible liabilities which the Bank of England requires that Reference Bank to hold on a non-interest-bearing deposit account in accordance with its cash ratio requirements; Y is the arithmetic mean of the respective rates at which Sterling deposits are offered by each Reference Bank 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 arithmetic mean of the respective percentage of eligible liabilities which the Bank of England requires each Reference Bank 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 mar...
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TO BE DELIVERED BY AN ADDITIONAL BORROWER. 1. A Borrower Accession Agreement, duly executed by the Additional Borrower and the Parent. 2. A copy of the memorandum and articles of association and certificate of incorporation of the Additional Borrower. 3. A copy of a resolution of the board of directors of the Additional Borrower: (i) approving the terms of, and the transactions contemplated by, the Borrower Accession Agreement and resolving that it execute the Borrower Accession Agreement; (ii) authorising a specified person or persons to execute the Borrower Accession Agreement on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including Requests) to be signed and/or despatched by it under or in connection with this Agreement. 4. A copy of any other authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, the Borrower Accession Agreement or for the validity and enforceability of any Finance Document. 5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 6. The latest audited accounts of the Additional Borrower (if any). 7. A legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇, legal advisers to the Agent and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Borrower, addressed to the Finance Parties. 8. A certificate of an Authorised Signatory of the Additional Borrower certifying that each copy document specified in Part II of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Borrower Accession Agreement.
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TO BE DELIVERED BY AN ADDITIONAL BORROWER. A Borrower Accession Agreement, duly executed by the Additional Borrower and the Company;
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TO BE DELIVERED BY AN ADDITIONAL BORROWER. 1. A Borrower Accession Agreement, duly executed by the Additional Borrower and the Company; 2. A copy of the memorandum and articles of association and certificate of incorporation (or equivalent) of the Additional Borrower; 3. A copy of a resolution of the board of directors (or equivalent) of the Additional Borrower: (i) approving the terms of, and the transactions contemplated by, the Borrower Accession Agreement and resolving that it execute the Borrower Accession Agreement; (ii) authorising a specified person or persons to execute the Borrower Accession Agreement on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and endorse Bills and to sign and/or despatch all other documents and notices (including Requests) to be signed and/or despatched by it under or in connection with this Agreement; 4. A certificate from a director of the Additional Borrower that the borrowing by it of the Total Commitments in full would not cause any borrowing limit binding on it to be breached. 5. A copy of any other authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, the Borrower Accession Agreement or for the validity and enforceability of any Finance Document; 6. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above; 7. The latest audited accounts of the Additional Borrower (if any); 8. A legal opinion of ▇▇▇▇▇ & Overy, legal advisers to the Agent and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Borrower, addressed to the Finance Parties; and 9. A certificate of an Authorised Signatory of the Additional Borrower 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 Borrower Accession Agreement.
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TO BE DELIVERED BY AN ADDITIONAL BORROWER. 1. A Borrower Accession Agreement, duly executed by the Additional Borrower and the Parent. 2. A copy of the articles of association and certificate of incorporation and by-laws or equivalent 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 Borrower Accession Agreement and resolving that it execute the Borrower Accession Agreement; (b) authorising a specified person or persons to execute the Borrower 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 (including Requests and Selection Notices) to be signed and/or despatched by it under or in connection with this Agreement. 4. A copy of any other authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, the Borrower Accession Agreement or for the validity and enforceability of any Finance Document. 5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 6. The latest audited accounts of the Additional Borrower (if any). 7. A legal opinion of All▇▇ & Overy LLP, English legal advisers to the Agent and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Borrower, addressed to the Finance Parties. 8. A certificate of an authorised signatory of the Additional Borrower certifying that each copy document specified in Part II of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Borrower Accession Agreement. 9. A process agent appointment letter if the Additional Borrower is incorporated outside the United Kingdom. SCHEDULE 3
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Related to TO BE DELIVERED BY AN ADDITIONAL BORROWER

  • Documents to be Delivered by Holder(s) Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

  • Documents to be Delivered by Buyer At the Closing, Buyer shall deliver to Company the following documents, in each case duly executed or otherwise in proper form:

  • Documents to be Delivered by ▇▇▇▇▇▇(s) Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

  • Documents to be Delivered by Seller At Closing At or prior to the Closing, Seller shall deliver or cause to be delivered to Purchaser the following, all in form and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptions; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion of the Removable Exceptions; c. A ▇▇▇▇ of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closing; and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreement.

  • Documents Required to be Delivered on each Issuance Notice Date The Agent’s obligation to use its commercially reasonable efforts to place Shares hereunder shall additionally be conditioned upon the delivery to the Agent on or before the Issuance Notice Date of a certificate in form and substance reasonably satisfactory to the Agent, executed by the Chief Executive Officer, President or Chief Financial Officer of the Company, to the effect that all conditions to the delivery of such Issuance Notice shall have been satisfied as at the date of such certificate (which certificate shall not be required if the foregoing representations shall be set forth in the Issuance Notice).