Authorisations. (a) Certified true copy of resolutions of the Board of the Borrower: (i) approving the terms and execution of, and the transactions contemplated by the Facility Documents. (ii) authorising, the affixation of the common seal on the Facility Documents, and/or a director or directors or other authorised executives to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents. (iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof. (iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and (v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents. (vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documents. (b) Duly stamped and registered Security Documents. (c) Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded. (d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender. (e) Installed EDC terminal for acceptance of credit / debit card payments by its customers. (f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower. (g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender. (h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation of a first charge in favour of Lender. (i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”). (j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto. (k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents); (l) Financial statements of the Borrower for the last 2 (two) fiscal years. (m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months. (n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents. (o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions. (p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions). (q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961; (r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number. (s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and (t) Such other documents as Lender may reasonably request. 1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Sources: Loan Agreement
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the Borrowershareholders' resolution of each Obligor:
(i) approving the terms of and execution the transactions contemplated by this Additional Facility AG1 Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Security Deed) resolving that it execute the confirmation described at paragraph 4(a) below; and
(ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AG1 Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Security Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4(a) below.
(b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AG1 Accession Agreement or the confirmation described in paragraph 4(a) below (as appropriate).
(c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AG1 Accession Agreement.
(d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by the by, this Additional Facility Documents.
(ii) authorising, the affixation of the common seal on the Facility Documents, and/or a director AG1 Accession Agreement or directors or other authorised executives to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documents.
(b) Duly stamped and registered Security Documents.
(c) Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation validity and enforceability of a first charge in favour of Lenderthis Additional Facility AG1 Accession Agreement.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions).
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Sources: Additional Facility Accession Agreement (Liberty Global, Inc.)
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the Borrowershareholders' resolution of each Obligor:
(i) approving the terms of and execution the transactions contemplated by this Additional Facility AG Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Security Deed) resolving that it execute the confirmation described at paragraph 4(a) below; and
(ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AG Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Security Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4(a) below.
(b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AG Accession Agreement or the confirmation described in paragraph 4(a) below (as appropriate).
(c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AG Accession Agreement.
(d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by the by, this Additional Facility Documents.
(ii) authorising, the affixation of the common seal on the Facility Documents, and/or a director AG Accession Agreement or directors or other authorised executives to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documents.
(b) Duly stamped and registered Security Documents.
(c) Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation validity and enforceability of a first charge in favour of Lenderthis Additional Facility AG Accession Agreement.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions).
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Sources: Additional Facility Ag Accession Agreement (Liberty Global, Inc.)
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the Borrowershareholders' resolution of each Obligor:
(i) approving the terms of and execution the transactions contemplated by this Additional Facility AI2 Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Security Deed) resolving that it execute the confirmation described at paragraph 4(a) below; and
(i) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AI2 Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Security Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4(a) below.
(b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AI2 Accession Agreement or the confirmation described in paragraph 4(a) below (as appropriate).
(c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AI2 Accession Agreement.
(d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by the by, this Additional Facility Documents.
(ii) authorising, the affixation of the common seal on the Facility Documents, and/or a director AI2 Accession Agreement or directors or other authorised executives to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documents.
(b) Duly stamped and registered Security Documents.
(c) Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation validity and enforceability of a first charge in favour of Lenderthis Additional Facility AI2 Accession Agreement.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions).
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Sources: Additional Facility Accession Agreement (Liberty Global PLC)
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the Borrowershareholders' resolution of each Obligor:
(i) approving the terms of and execution the transactions contemplated by this Additional Facility AH Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Security Deed) resolving that it execute the confirmation described at paragraph 4(a) below; and
(ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AH Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Security Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4(a) below.
(b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AH Accession Agreement or the confirmation described in paragraph 4(a) below (as appropriate).
(c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AH Accession Agreement.
(d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by the by, this Additional Facility Documents.
(ii) authorising, the affixation of the common seal on the Facility Documents, and/or a director AH Accession Agreement or directors or other authorised executives to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documents.
(b) Duly stamped and registered Security Documents.
(c) Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation validity and enforceability of a first charge in favour of Lender.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the this Additional Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twentyAH Accession Agreement. 0096349-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions).
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.0000005 BK:23531309.3
Appears in 1 contract
Sources: Additional Facility Ah Accession Agreement (Liberty Global, Inc.)
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the Borrowershareholders' resolution of each Obligor:
(i) approving the terms and execution of, of and the transactions contemplated by this Additional Facility AV Accession Agreement and (in the Facility Documents.case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) resolving that it execute the confirmation described at paragraph 4 below; and
(ii) authorising, (in the affixation case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV Accession Agreement on its behalf and (in the case of the common seal on Guarantors and the Facility Documents, and/or Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a director power of attorney to a specified person or directors or other authorised executives persons to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or confirmation described in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documentsparagraph 4 below.
(b) Duly stamped and registered Security DocumentsA specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV Accession Agreement or the confirmation described in paragraph 4 below (as appropriate).
(c) Chartered accountant’s A certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amountan authorised signatory of UPC Broadband, a copy of such instructions being made available to the Lender each Guarantor and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation of a first charge in favour of Lender.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower each Charging Entity certifying that the borrowing of the Facility would not causeeach copy document specified in this Schedule and supplied by UPC Broadband, or result ineach Guarantor and each Charging Entity is correct, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card complete and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on at a date no earlier than the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions)this Additional Facility AV Accession Agreement.
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Sources: Additional Facility Av Accession Agreement (Liberty Global PLC)
Authorisations. (a) Certified true copy of resolutions of the Board of the Borrower:
(i) approving the terms and execution of, and the transactions contemplated by the Facility Documents.
(ii) authorising, the affixation of the common seal on the Facility Documents, and/or a director or directors or other authorised executives to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documents.
(b) Duly stamped and registered Security Documents.
(c) Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation of a first charge in favour of Lender.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions).
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Sources: Loan Agreement
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the Borrowershareholders' resolution of each Obligor:
(i) approving the terms of and execution the transactions contemplated by this Additional Facility AE Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Security Deed) resolving that it execute the confirmation described at paragraph 4(a) below; and
(ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AE Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Security Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4(a) below.
(b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AE Accession Agreement or the confirmation described in paragraph 4(a) below (as appropriate).
(c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AE Accession Agreement.
(d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by the by, this Additional Facility Documents.
(ii) authorising, the affixation of the common seal on the Facility Documents, and/or a director AE Accession Agreement or directors or other authorised executives to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documents.
(b) Duly stamped and registered Security Documents.
(c) Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation validity and enforceability of a first charge in favour of Lenderthis Additional Facility AA Accession Agreement.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions).
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Sources: Additional Facility Ae Accession Agreement (Liberty Global, Inc.)
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the Borrowershareholders' resolution of each Obligor:
(i) approving the terms of and execution the transactions contemplated by this Additional Facility AP Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement) resolving that it execute the confirmation described at paragraph 4 below; and
(ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AP Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 below.
(b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AP Accession Agreement or the confirmation described in paragraph 4 below (as appropriate).
(c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AP Accession Agreement. 60452810_12
(d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by the by, this Additional Facility Documents.
(ii) authorising, the affixation of the common seal on the Facility Documents, and/or a director AP Accession Agreement or directors or other authorised executives to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documents.
(b) Duly stamped and registered Security Documents.
(c) Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation validity and enforceability of a first charge in favour of Lenderthis Additional Facility AP Accession Agreement.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions).
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Sources: Additional Facility Ap Accession Agreement (Liberty Global PLC)
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the Borrowershareholders' resolution of each Obligor:
(i) approving the terms of and execution the transactions contemplated by this Additional Facility AF Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Security Deed) resolving that it execute the confirmation described at paragraph 4(a) below; and
(ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AF Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Security Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4(a) below.
(b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AF Accession Agreement or the confirmation described in paragraph 4(a) below (as appropriate).
(c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AF Accession Agreement.
(d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by the by, this Additional Facility Documents.
(ii) authorising, the affixation of the common seal on the Facility Documents, and/or a director AF Accession Agreement or directors or other authorised executives to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documents.
(b) Duly stamped and registered Security Documents.
(c) Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation validity and enforceability of a first charge in favour of Lenderthis Additional Facility AF Accession Agreement.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions).
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Sources: Additional Facility Accession Agreement (Liberty Global, Inc.)
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders’ resolution is required, a copy of the Borrowershareholders’ resolution of each Obligor:
(i) approving the terms of and execution the transactions contemplated by this Additional Facility AA Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Security Deed) resolving that it execute the confirmation described at paragraph 4(a) below; and
(ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AA Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Security Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4(a) below.
(b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AA Accession Agreement or the confirmation described in paragraph 4(a) below (as appropriate).
(c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AA Accession Agreement.
(d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by the by, this Additional Facility Documents.
(ii) authorising, the affixation of the common seal on the Facility Documents, and/or a director AA Accession Agreement or directors or other authorised executives to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documents.
(b) Duly stamped and registered Security Documents.
(c) Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation validity and enforceability of a first charge in favour of Lenderthis Additional Facility AA Accession Agreement.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions).
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Sources: Additional Facility Aa Accession Agreement (Liberty Global, Inc.)
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the Borrowershareholders' resolution of each Obligor:
(i) approving the terms of and execution the transactions contemplated by this Additional Facility AI Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Security Deed) resolving that it execute the confirmation described at paragraph 4(a) below; and
(ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AI Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Security Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4(a) below.
(b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AI Accession Agreement or the confirmation described in paragraph 4(a) below (as appropriate).
(c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AI Accession Agreement.
(d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by the by, this Additional Facility Documents.
(ii) authorising, the affixation of the common seal on the Facility Documents, and/or a director AI Accession Agreement or directors or other authorised executives to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documents.
(b) Duly stamped and registered Security Documents.
(c) Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation validity and enforceability of a first charge in favour of Lenderthis Additional Facility AI Accession Agreement.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions).
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Sources: Additional Facility Ai Accession Agreement (Liberty Global, Inc.)
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing directors and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders’ resolution is required, a copy of the Borrowershareholders’ resolution of each Obligor:
(i) approving the terms of and execution the transactions contemplated by this Additional Facility AA2 Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Security Deed) resolving that it execute the confirmation described at paragraph 4(a) below; and
(ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AA2 Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Security Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4(a) below.
(b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AA2 Accession Agreement or the confirmation described in paragraph 4(a) below (as appropriate).
(c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AA2 Accession Agreement.
(d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by the by, this Additional Facility Documents.
(ii) authorising, the affixation of the common seal on the Facility Documents, and/or a director AA2 Accession Agreement or directors or other authorised executives to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documents.
(b) Duly stamped and registered Security Documents.
(c) Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation validity and enforceability of a first charge in favour of Lenderthis Additional Facility AA2 Accession Agreement.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions).
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Sources: Additional Facility Accession Agreement (Liberty Global, Inc.)
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the Borrowershareholders' resolution of each Obligor:
(i) approving the terms of and execution the transactions contemplated by this Additional Facility AO Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement) resolving that it execute the confirmation described at paragraph 4 below; and
(ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AO Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 below.
(b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AO Accession Agreement or the confirmation described in paragraph 4 below (as appropriate).
(c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AO Accession Agreement.
(d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by the by, this Additional Facility Documents.
(ii) authorising, the affixation of the common seal on the Facility Documents, and/or a director AO Accession Agreement or directors or other authorised executives to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documents.
(b) Duly stamped and registered Security Documents.
(c) Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation validity and enforceability of a first charge in favour of Lenderthis Additional Facility AO Accession Agreement.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions).
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the Borrowershareholders' resolution of each Obligor:
(i) approving the terms and execution of, of and the transactions contemplated by this Additional Facility AV2 Accession Agreement and (in the Facility Documents.case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and Charging Entities (as defined in the Intercreditor Agreement)) resolving that it execute the confirmation described at paragraph 4 below; and
(ii) authorising, (in the affixation case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 Accession Agreement on its behalf and (in the case of the common seal on Guarantors and the Facility Documents, and/or Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a director power of attorney to a specified person or directors or other authorised executives persons to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or confirmation described in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documentsparagraph 4 below.
(b) Duly stamped and registered Security DocumentsA specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 Accession Agreement or the confirmation described in paragraph 4 below (as appropriate).
(c) Chartered accountant’s A certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amountan authorised signatory of UPC Broadband, a copy of such instructions being made available to the Lender each Guarantor and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation of a first charge in favour of Lender.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower each Charging Entity certifying that the borrowing of the Facility would not causeeach copy document specified in this Schedule and supplied by UPC Broadband, or result ineach Guarantor and each Charging Entity is correct, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card complete and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on at a date no earlier than the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions)this Additional Facility AV2 Accession Agreement.
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Sources: Additional Facility Accession Agreement (Liberty Global PLC)
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders’ resolution is required, a copy of the Borrower:shareholders’ resolution of each Obligor (and, to the extent they are not also an Obligor, each Charging Entity):
(i) approving the terms of and execution the transactions contemplated by this Agreement and (in the case of UPC Broadband) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Security Deed)) resolving that it execute the confirmation described at paragraph 4(b) below; and
(ii) (in the case of UPC Broadband) authorising the issuance of a power of attorney to a specified person or persons to execute this Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Security Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4(b) below.
(b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Agreement or the confirmation described in paragraph 4(b) below (as appropriate).
(c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity (respectively) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
(d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by the Facility Documents.
(ii) authorisingby, the affixation of the common seal on the Facility Documents, and/or a director this Agreement or directors or other authorised executives to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documents.
(b) Duly stamped and registered Security Documents.
(c) Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation validity and enforceability of a first charge in favour of Lenderthis Agreement.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions).
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Sources: Additional Facility Accession Agreement (Liberty Global, Inc.)
Authorisations. 6.1 Confirmation from the Obligors that all relevant authorisations necessary in connection with the Transaction Documents have been obtained and are in full force and effect or will be in full force and effect when required.
1. An Accession Letter, duly executed by the Additional Obligor and the Company and duly executed originals of any other documents (in form and substance satisfactory to the Agent) as may be necessary to ensure that the Additional Obligors accedes, and becomes a party, to each relevant Finance Document (“accession documents”).
2. A copy of the constitutional documents of the Additional Obligor and any other person (an “Additional Transaction Party”) entering into any Security Documents referred to in paragraph 12 below.
3. A copy of a resolution of the respective board of directors (or equivalent) of (a) Certified true copy of resolutions of the Board of the BorrowerAdditional Obligor and (b) any Additional Transaction Party, in each case:
(i) 3.1 approving the terms and execution of, and the transactions contemplated by the Facility Documents.
(ii) authorisingby, the affixation each of the common seal on documents it is or will become party to (the Facility “Relevant Documents, and/or ”);
3.2 authorising a director specified person or directors or other authorised executives persons to execute the Facility Documents and to do all things incidental theretoeach such Relevant Document on its behalf; and
3.3 authorising a specified person or persons, including but not limitedon its behalf, to signing sign and/or dispatch of despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or a Selection Notice) to be signed and/or dispatched despatched by it under or in connection with the Facility Documentsany such Relevant Document.
(iii) taking on record 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.
5. In the case of an Additional Guarantor, 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 under by, the Loan Agreement (including these General Conditions) by Finance Documents to which the Borrower on the date hereofAdditional Guarantor is, or will become, a party.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions 6. A certificate of the Loan Agreement Additional Obligor (including these General Conditionssigned by a director or, if appropriate, an officer) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documents.
(b) Duly stamped and registered Security Documents.
(c) Chartered accountant’s certificate confirming that borrowing or guaranteeing, as appropriate, the Facility under the Loan Agreement Aggregate Commitments would not cause any borrowing limits borrowing, guaranteeing or similar limit binding on the Borrower it to be exceeded.
7. A certificate of an authorised signatory of:
7.1 the Additional Obligor; and
7.2 each Additional Transaction Party (d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation of a first charge ) (in favour of Lender.
(ieach case) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing each copy document listed in this Part II of the Facility would not causeSchedule 3 relating to it is correct, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card complete and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on at a date no earlier than the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions).
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(rRelevant Document(s) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party party.
8. 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 to exercise its rights and perform their obligations and all actions required to authorize the execution performance of the Loan Agreement transactions contemplated by each Relevant Document or for the validity and enforceability of any Relevant Document.
9. If available, the latest audited financial statements of the Additional Obligor.
10. Such legal opinions in relation to the Additional Obligor, any Additional Transaction Party and/or the Relevant Documents as the Agent may reasonably require (together with any documents that may be required for the delivery of such legal opinions).
11. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.
12. Security Document(s) creating Security over (a) the entire issued share capital of the Additional Obligor, (b) if required by the Majority Lenders, all of the assets of the Additional Obligor, in the case of (a) and (b) duly executed by the relevant parties in form and substance satisfactory to the Security Trustee together with:
12.1 (to the extent applicable) evidence that all approvals, filings, registrations, recordings and other things necessary or desirable (including these General Conditionsthe carrying out of the procedures specified in ss.155-8 of the Companies Act 1985 (if appropriate)) to ensure the validity, effectiveness, priority and enforceability of each such Security Document have been carried out;
12.2 copies of each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things notices required to be donegiven under each such Security Document together with other copies of acknowledgements from each person to whom notice was given, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed form required by such document; and
12.3 (if required by the Borrower Agent) evidence that the Security Trustee or its nominee has been entered in each the register of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereofmembers (or equivalent) of such proposed Additional Obligor as sole shareholder of all its issued share capital.
Appears in 1 contract
Sources: Junior Credit Agreement (Endeavour International Corp)
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the Borrowershareholders' resolution of each Obligor:
(i) approving the terms of and execution the transactions contemplated by this Additional Facility AM Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Security Deed) resolving that it execute the confirmation described at paragraph 4(a) below; and
(i) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AM Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Security Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4(a) below.
(b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AM Accession Agreement or the confirmation described in paragraph 4(a) below (as appropriate).
(c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AM Accession Agreement.
(d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by the by, this Additional Facility Documents.
(ii) authorising, the affixation of the common seal on the Facility Documents, and/or a director AM Accession Agreement or directors or other authorised executives to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documents.
(b) Duly stamped and registered Security Documents.
(c) Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation validity and enforceability of a first charge in favour of Lenderthis Additional Facility AM Accession Agreement.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions).
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Sources: Additional Facility Am Accession Agreement (Liberty Global PLC)
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the Borrowershareholders' resolution of each Obligor:
(i) approving the terms of and execution the transactions contemplated by this Additional Facility AN Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement) resolving that it execute the confirmation described at paragraph 4 below; and
(ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AN Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 below.
(b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AN Accession Agreement or the confirmation described in paragraph 4 below (as appropriate).
(c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AN Accession Agreement.
(d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by the by, this Additional Facility Documents.
(ii) authorising, the affixation of the common seal on the Facility Documents, and/or a director AN Accession Agreement or directors or other authorised executives to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documents.
(b) Duly stamped and registered Security Documents.
(c) Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation validity and enforceability of a first charge in favour of Lenderthis Additional Facility AN Accession Agreement.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions).
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Sources: Additional Facility Accession Agreement (Liberty Global PLC)
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the Borrowershareholders' resolution of each Obligor:
(i) approving the terms and execution of, of and the transactions contemplated by this Additional Facility AAA Accession Agreement and (in the Facility Documents.case of each of Sunrise HoldCo III and Sunrise Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) resolving that it execute the confirmation described at paragraph 4 below; and
(ii) authorising, (in the affixation case of Sunrise HoldCo III and Sunrise Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AAA Accession Agreement on its behalf and (in the case of the common seal on Guarantors and the Facility Documents, and/or Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a director power of attorney to a specified person or directors or other authorised executives persons to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or confirmation described in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documentsparagraph 4 below.
(b) Duly stamped and registered Security DocumentsA specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AAA Accession Agreement or the confirmation described in paragraph 4 below (as appropriate).
(c) Chartered accountant’s A certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amountan authorised signatory of Sunrise HoldCo III, a copy of such instructions being made available to the Lender Sunrise Financing, each Guarantor and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation of a first charge in favour of Lender.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower each Charging Entity certifying that the borrowing of the Facility would not causeeach copy document specified in this Schedule and supplied by Sunrise HoldCo III, or result inSunrise Financing, any breach of any agreement that the Borrower each Guarantor and each Charging Entity is a party tocorrect, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card complete and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on at a date no earlier than the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions)this Additional Facility AAA Accession Agreement.
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Sources: Additional Facility Accession Agreement (Sunrise Communications AG)
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the Borrowershareholders' resolution of each Obligor:
(i) approving the terms of and execution the transactions contemplated by this Additional Facility AE1 Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Security Deed) resolving that it execute the confirmation described at paragraph 4(a) below; and
(ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AE1 Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Security Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4(a) below.
(b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AE1 Accession Agreement or the confirmation described in paragraph 4(a) below (as appropriate).
(c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AE1 Accession Agreement.
(d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by the by, this Additional Facility Documents.
(ii) authorising, the affixation of the common seal on the Facility Documents, and/or a director AE1 Accession Agreement or directors or other authorised executives to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documents.
(b) Duly stamped and registered Security Documents.
(c) Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation validity and enforceability of a first charge in favour of Lender.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the this Additional Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twentyAE1 Accession Agreement. 0096349-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions).
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.0000005 BK:23897104.3
Appears in 1 contract
Sources: Additional Facility Ae1 Accession Agreement (Liberty Global, Inc.)
Authorisations. (a) Certified true A copy of resolutions a resolution of the Board board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the Borrowershareholders' resolution of each Obligor:
(i) approving the terms and execution of, of and the transactions contemplated by this Additional Facility AX Accession Agreement and (in the Facility Documents.case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) resolving that it execute the confirmation described at paragraph 4; and
(ii) authorising, (in the affixation case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AX Accession Agreement on its behalf and (in the case of the common seal on Guarantors and the Facility Documents, and/or Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a director power of attorney to a specified person or directors or other authorised executives persons to execute the Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or confirmation described in connection with the Facility Documents.
(iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof.
(iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the provisions of the Loan Agreement (including these General Conditions) and the Security Documents; and
(v) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (c) of the Companies Act, 2013 authorising the borrowings in terms of the Facility Documents.
(vi) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (a) of the Companies Act, 2013 authorising the creation of security in terms of the Facility Documentsparagraph 4 below.
(b) Duly stamped and registered Security DocumentsA specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AX Accession Agreement or the confirmation described in paragraph 4 below (as appropriate).
(c) Chartered accountant’s A certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded.
(d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amountan authorised signatory of UPC Broadband, a copy of such instructions being made available to the Lender UPC Financing, each Guarantor and executing such agreements / deeds / documents as may be required by the Lender.
(e) Installed EDC terminal for acceptance of credit / debit card payments by its customers.
(f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower.
(g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender.
(h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation of a first charge in favour of Lender.
(i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”).
(j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto.
(k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower each Charging Entity certifying that the borrowing of the Facility would not causeeach copy document specified in this Schedule and supplied by UPC Broadband, or result inUPC Financing, any breach of any agreement that the Borrower each Guarantor and each Charging Entity is a party tocorrect, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents);
(l) Financial statements of the Borrower for the last 2 (two) fiscal years.
(m) Credit card complete and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months.
(n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents.
(o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions.
(p) Certificates duly signed and executed by its director/ authorised signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of Drawdown of the Facility; (b) all representations and warranties of the Borrower are true and correct in all respects with the same being in full force and effect as on at a date no earlier than the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions)this Additional Facility AX Accession Agreement.
(q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961;
(r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number.
(s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and
(t) Such other documents as Lender may reasonably request.
1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.
Appears in 1 contract
Sources: Additional Facility Ax Accession Agreement (Liberty Global PLC)