TO BE DELIVERED BY AN ADDITIONAL OBLIGOR Clause Samples
The 'To Be Delivered by an Additional Obligor' clause requires that certain documents, information, or actions must be provided by a party who is joining an agreement as an additional obligor. In practice, this often means that when a new guarantor or debtor is added to a contract, they must submit specific legal documents, such as guarantees, identification, or consents, to ensure their obligations are formally recognized. This clause ensures that all necessary paperwork and formalities are completed when new parties assume obligations, thereby maintaining the enforceability and integrity of the agreement.
TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Obligor Accession Agreement, duly executed as a deed (or using any equivalent necessary formality, in the case of an Additional Obligor incorporated outside the United Kingdom) by the Additional Obligor.
2. In the case of an Additional Obligor (other than any UPC Distribution Holdco), a pledge over all the issued shares of the Additional Obligor 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 Obligor 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.
TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. Corporate documentation
1. An Accession Agreement, duly entered into by the Parent and the Additional Guarantor.
2. A copy of the constitutional documents of the Additional Guarantor (in relation to any Additional Guarantors incorporated in the United States of America, the constitutional documents shall comprise a copy of the certificate or articles of incorporation or other formation documents, including all amendments thereto, of that Additional Guarantor, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of that Additional Guarantor as of a recent date, from such Secretary of State).
3. A copy of a resolution of the board of directors of the Additional Guarantor approving the terms of, and the transactions contemplated by, the Accession Agreement.
4. A specimen of the signature of each person authorised on behalf of the Additional Guarantor to enter into or witness the entry into of any Finance Document or to sign or send any document or notice in connection with any Finance Document.
5. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document specified in Part 2 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Agreement.
6. If available, a copy of the latest audited accounts of the Additional Guarantor.
7. Evidence that the agent of the Additional Guarantor under the Finance Documents for service of process in England and Wales has accepted its appointment.
8. If the Additional Guarantor is incorporated in a jurisdiction other than England and Wales, a legal opinion from its legal advisers in that jurisdiction, addressed to and in a form acceptable to the Finance Parties.
9. A legal opinion of ▇▇▇▇▇ & Overy LLP, legal advisers in England and Wales to the Facility Agent, addressed to and in a form acceptable to the Finance Parties.
10. Evidence that all expenses due and payable from the Parent under this Agreement in respect of the Accession Agreement have been paid.
11. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified to the Parent as necessary in connection with the entry into and performance of, and the transactions contemplated by, the Accession Agreement or for the validity and enforceability of any Finance Document. To: LLOYDS TSB BANK PLC as Facility Agent From: [BORROWER] Date: [ ] ER...
TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1 An Obligor Accession Agreement, duly executed under seal by the Additional Obligor;