TO BE DELIVERED BY AN ADDITIONAL GUARANTOR Sample Clauses

TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed by the Additional Guarantor. 2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent 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 as a deed; (b) authorising a specified person or persons to execute and deliver the Guarantor Accession Agreement as a deed; and (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents to be signed and/or despatched by it under or in connection with this Agreement. 4. If the lawyers referred to in paragraph 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 copy of a resolution of the Board of Directors of each corporate shareholder in the Additional Guarantor: (a) approving the terms of the resolution referred to in paragraph 4 above; and (b) authorising a specified person or persons to sign the resolution on its behalf. 6. A certificate of a director of the Additional Guarantor certifying that the borrowing of the Total Commitments in full would not cause any borrowing limit binding on it to be exceeded. 7. 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 ▇▇▇▇▇ & ▇▇▇▇▇, 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 ...
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TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. 1. A Guarantor Accession Agreement, duly executed as a deed (or using any equivalent necessary formality, in the case of an Additional Guarantor incorporated outside the United Kingdom) by the Additional Guarantor. 2. In the case of an Additional Guarantor (other than any UPC Distribution Holdco), a pledge over all the issued shares of the Additional Guarantor owned by any member of the Borrower Group in substantially the same form as a share pledge already granted to the Security Agent over shares of another Obligor incorporated in the same jurisdiction as the Additional Guarantor or in such other form as the Security Agent may reasonably require, together with a Security Provider’s Deed of Accession executed by such member of the Borrower Group, such notices and other documents as the Security Agent may require to perfect such share pledge.
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TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. A Guarantor Accession Agreement, duly executed as a deed by the Additional Guarantor;
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TO BE DELIVERED BY AN ADDITIONAL GUARANTOR. (a) A Guarantor Accession Agreement, duly executed as a deed by the Additional Guarantor and the Company. (b) A copy of the constitutional documents of the Additional Guarantor. (c) A copy of a resolution of the board of directors of the Additional Guarantor approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement. (d) A specimen of the signature of each person authorised to sign the Guarantor Accession Agreement and to sign and/or despatch all documents to be signed and/or despatched by it under or in connection with this Agreement. (e) A legal opinion of lawyers in the jurisdiction of incorporation of the Additional Guarantor, acceptable to the Agent, addressed to the Finance Parties. (f) 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
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Related to TO BE DELIVERED BY AN ADDITIONAL GUARANTOR

  • 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.

  • Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee In addition to the documents required by Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article 10 and is permitted or authorized by this Indenture and that the supplemental indenture constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms.

  • Additional Guarantor Each additional Wholly Owned Subsidiary of Borrower which becomes a Subsidiary Guarantor pursuant to §5.5.

  • 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).

  • 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.