Common use of Corporate Documentation Clause in Contracts

Corporate Documentation. 1. A copy of the constitutional documents of each Original Obligor. 2. A copy of a resolution of the board of directors or members (as applicable) of each Original Obligor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (iv) in the case of an Obligor other than the Borrower, authorising the Borrower to act as its agent in connection with the Finance Documents. 3. A specimen of the signature of each person authorised on behalf of an Original Obligor to enter into any Finance Document or to sign or send any document or notice in connection with any Finance Document. 4. A certificate of an authorised officer of each Original Obligor certifying that: (a) each copy document specified in paragraph (A)(1) of this Schedule delivered by such Obligor is true and complete as in effect on the date of such certificate; (b) each copy document specified in paragraph (A)(2) of this Schedule delivered by such Obligor is true and complete and has not been amended, annulled, rescinded or revoked and there exist no other resolutions of the Company relating to the matters set forth therein; and (c) borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 5. A certificate of an authorised officer of the Borrower certifying that each copy document specified in paragraphs (C)(10), (D)(11), (E)(12) and (13), (G)(17) and (18) (to the extent applicable), (H)(19) and (J)(22) and (23) (to the extent applicable) of this Schedule provided to the COFACE Agent is true and complete in all material respects and in full force and effect and (x) (with respect to the Satellite Supply Contract, the SpaceX Launch Contract, the Motorola Settlement Agreements and the Motorola IP Rights Agreement) has not been amended or superseded and (y) (with respect to any other document specified in this paragraph (A)(5)), such documents have not been materially amended or superseded (in each case, except for those amendments, modifications, supplements or waivers for which true and complete copies have been provided to the COFACE Agent). 6. Certificates of good standing in respect of each Original Obligor issued as a of a recent date by the Secretary of State or other appropriate official of such Original Obligor’s jurisdiction of incorporation or organisation. 7. Evidence that the agent of the Original Obligors under the Finance Documents governed by English law for service of process in England & Wales has accepted its appointment.

Appears in 2 contracts

Sources: Loan Agreement (Iridium Communications Inc.), Facility Agreement (Iridium Communications Inc.)

Corporate Documentation. 1. A copy of the constitutional documents of each Original Obligor. 2. A copy of a resolution of the board of directors or members (as applicable) of each Original Obligor: (ia) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party; (iib) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; (iiic) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (ivd) in the case of an Obligor other than the Borrower, authorising the Borrower to act as its agent in connection with the Finance Documents. 3. A specimen of the signature of each person authorised on behalf of an Original Obligor to enter into any Finance Document or to sign or send any document or notice in connection with any Finance Document. 4. A certificate of an authorised officer of each Original Obligor certifying that: (a) each copy document specified in paragraph (A)(1) of this Schedule delivered by such Obligor is true and complete as in effect on the date of such certificate; (b) each copy document specified in paragraph (A)(2) of this Schedule delivered by such Obligor is true and complete and has not been amended, annulled, rescinded or revoked and there exist no other resolutions of the Company relating to the matters set forth therein; and (c) borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 5. A certificate of an authorised officer of the Borrower certifying that each copy document specified in paragraphs (C)(10), (D)(11D)(10), (E)(1212(12) and (13), (G)(17) and (18) (to the extent applicable), (H)(19) and (J)(22G)(22) and (23) (to the extent applicable) of this Schedule provided to the COFACE Agent is true and complete in all material respects and in full force and effect and (x) (with respect to the Satellite Supply Contract, the SpaceX Launch Contract, the Motorola Settlement Agreements and the Motorola IP Rights Agreement) has not been amended or superseded and (y) (with respect to any other document specified in this paragraph (A)(5)), such documents have not been materially amended or superseded (in each case, except for those amendments, modifications, supplements or waivers for which true and complete copies have been provided to the COFACE Agent). 6. Certificates of good standing in respect of each Original Obligor issued as a of a recent date by the Secretary of State or other appropriate official of such Original Obligor’s 's jurisdiction of incorporation or organisation. 7. Evidence that the agent of the Original Obligors under the Finance Documents governed by English law for service of process in England & Wales has accepted its appointment.

Appears in 1 contract

Sources: Supplemental Agreement (Iridium Communications Inc.)

Corporate Documentation. 1. A copy of the constitutional documents of each Original Obligor. 2. A copy of a resolution of the board of directors or members (as applicable) of each Original Obligor: (ia) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party; (iib) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; (iiic) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (ivd) in the case of an Obligor other than the Borrower, authorising the Borrower to act as its agent in connection with the Finance Documents. 3. A specimen of the signature of each person authorised on behalf of an Original Obligor to enter into any Finance Document or to sign or send any document or notice in connection with any Finance Document. 4. A certificate of an authorised officer of each Original Obligor certifying that: (a) each copy document specified in paragraph (A)(1) of this Schedule delivered by such Obligor is true and complete as in effect on the date of such certificate; (b) each copy document specified in paragraph (A)(2) of this Schedule delivered by such Obligor is true and complete and has not been amended, annulled, rescinded or revoked and there exist no other resolutions of the Company relating to the matters set forth therein; and (c) borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 5. A certificate of an authorised officer of the Borrower certifying that each copy document specified in paragraphs (C)(10), (D)(11D)(10), (E)(1212) and (13), (G)(17) and (18) (to the extent applicable), (H)(19) and (J)(22G)(22) and (23) (to the extent applicable) of this Schedule provided to the COFACE Agent is true and complete in all material respects and in full force and effect and (x) (with respect to the Satellite Supply Contract, the SpaceX Launch Contract, the Motorola Settlement Agreements and the Motorola IP Rights Agreement) has not been amended or superseded and (y) (with respect to any other document specified in this paragraph (A)(5)), such documents have not been materially amended or superseded (in each case, except for those amendments, modifications, supplements or waivers for which true and complete copies have been provided to the COFACE Agent). 6. Certificates of good standing in respect of each Original Obligor issued as a of a recent date by the Secretary of State or other appropriate official of such Original Obligor’s 's jurisdiction of incorporation or organisation. 7. Evidence that the agent of the Original Obligors under the Finance Documents governed by English law for service of process in England & Wales has accepted its appointment.

Appears in 1 contract

Sources: Supplemental Agreement (Iridium Communications Inc.)

Corporate Documentation. 1. (a) A copy of the constitutional documents of the Company and each other Original Obligor. 2. (b) A copy of a resolution of the board of directors or members (as applicable) of the Company and each other Original Obligor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform execute the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, if relevant, including any Utilisation RequestRequest and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and. (ivc) in the case of an Obligor other than the Borrower, authorising the Borrower to act as its agent in connection with the Finance Documents. 3. A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents to which it is a party. (d) A certificate of the Company (on behalf of an each other Original Obligor in relation to enter into any Finance Document or to sign or send any document or notice in connection with any Finance Document. 4. A certificate of sub-paragraph (i) below) (signed by an authorised officer signatory) confirming (as at the date of each Original Obligor certifying the certificate) that: (a) each copy document specified in paragraph (A)(1) of this Schedule delivered by such Obligor is true and complete as in effect on the date of such certificate; (b) each copy document specified in paragraph (A)(2) of this Schedule delivered by such Obligor is true and complete and has not been amended, annulled, rescinded or revoked and there exist no other resolutions of the Company relating to the matters set forth therein; and (ci) borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it the Company or that other Original Obligor to be exceeded; (ii) no Default or Event of Default has occurred and is continuing; and (iii) the Repeating Representations are true in all material respects (except where that representation and warranty is already qualified by materiality under Clause 18 (Representations)). 5. (e) A Certificate of Good Standing issued by the Registrar of Companies in the Cayman Islands with respect to the Company dated no more than 30 days before the date of this Agreement. (f) A certificate of an authorised officer the Company and each other Original Obligor (dated no earlier than the date of the Borrower this Agreement) certifying that each copy document relating to it and specified in paragraphs this Part 1 of Schedule 2 (C)(10)Conditions Precedent) is correct, (D)(11), (E)(12) and (13), (G)(17) and (18) (to the extent applicable), (H)(19) and (J)(22) and (23) (to the extent applicable) of this Schedule provided to the COFACE Agent is true and complete in all material respects and in full force and effect and (x) (with respect to the Satellite Supply Contract, the SpaceX Launch Contract, the Motorola Settlement Agreements and the Motorola IP Rights Agreement) has not been amended or superseded and (y) (with respect to any other document specified in this paragraph (A)(5)), such documents have not been materially amended or superseded (in each case, except for those amendments, modifications, supplements or waivers for which true and complete copies have been provided to the COFACE Agent)superseded. 6. Certificates of good standing in respect of each Original Obligor issued as a of a recent date by the Secretary of State or other appropriate official of such Original Obligor’s jurisdiction of incorporation or organisation. 7. Evidence that the agent of the Original Obligors under the Finance Documents governed by English law for service of process in England & Wales has accepted its appointment.

Appears in 1 contract

Sources: Facility Agreement (IHS Holding LTD)

Corporate Documentation. 1. (a) A copy of the constitutional documents of each Original ObligorObligor or, if the Agent already has a copy, a certificate of an authorised signatory of the relevant Obligor confirming that the copy in the Agent’s possession is still correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 2. (b) A copy of a resolution of the board of directors (or members (as applicableequivalent thereof) of each Original Obligor: (i) approving the terms of, and the transactions contemplated by, the Supplemental Finance Documents to which it is a party and resolving that it execute, deliver and perform execute the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Supplemental Finance Documents to which it is a party on its behalf;; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Supplemental Finance Documents to which it is a party; and. (ivc) A copy of a resolution signed by all the holders of the issued shares in the case of an Obligor each Original Guarantor (other than any US Guarantor), approving the Borrowerterms of, authorising and the Borrower transactions contemplated by, the Supplemental Finance Documents to act as which that Original Guarantor is a party. (d) If applicable, a copy of a resolution of the board of directors of each corporate shareholder in each Original Guarantor, approving the terms of the resolution referred to in paragraph (c) above. (e) In respect of each Swiss Obligor a copy of a resolution of its agent in connection with general meeting of quotaholders approving the execution and the terms of, and the transactions contemplated by, the Supplemental Finance Documents. 3. (f) A specimen of the signature of each person authorised on behalf of an Original Obligor by the resolutions referred to enter into any Finance Document or to sign or send any document or notice in connection with any Finance Documentparagraph (b) above. 4. (g) A certificate of an authorised officer each Obligor (signed by a member of each Original Obligor certifying that: (aManagement or director) each copy document specified in paragraph (A)(1) of this Schedule delivered by such Obligor is true and complete as in effect on the date of such certificate; (b) each copy document specified in paragraph (A)(2) of this Schedule delivered by such Obligor is true and complete and has not been amended, annulled, rescinded or revoked and there exist no other resolutions of the Company relating to the matters set forth therein; and (c) confirming that borrowing or guaranteeing or securingguaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security guaranteeing or similar limit binding on it any Obligor to be exceededexceeded (each certificate to remain true and correct up to and on the Restatement Date (unless notified to the contrary by the relevant Obligor)). 5. (h) A certificate of an authorised officer signatory of the Borrower each Obligor certifying that each copy document specified in paragraphs (C)(10), (D)(11), (E)(12) and (13), (G)(17) and (18) (to the extent applicable), (H)(19) and (J)(22) and (23) (to the extent applicable) of this Schedule provided to the COFACE Agent is true and correct, complete in all material respects and in full force and effect as at a date no earlier than the date of this Agreement. (i) To the extent not otherwise provided above, the constitutive documents of any member of the Group incorporated in England and Wales or the U.S. whose shares are subject to Security under any of the Security Documents together with any resolutions of the shareholders of such member of the Group adopting such changes to the constitutive documents of such member of the Group as the Agent shall have reasonably required (xprior to the date of this Agreement) to, among other things, remove any restriction on any transfer of shares or partnership interests (or equivalent) in such member of the Group pursuant to any enforcement of any of such Security Documents. (j) A copy of a good standing certificate with respect to the Satellite Supply Contracteach U.S. Group Member which is a Guarantor or an Acceding Guarantor, the SpaceX Launch Contract, the Motorola Settlement Agreements and the Motorola IP Rights Agreement) has not been amended or superseded and (y) (with respect to any other document specified in this paragraph (A)(5)), such documents have not been materially amended or superseded (in each case, except for those amendments, modifications, supplements or waivers for which true and complete copies have been provided to the COFACE Agent). 6. Certificates of good standing in respect of each Original Obligor issued as a of a recent date by the Secretary of State or other appropriate official of such Original ObligorU.S. Group Member’s jurisdiction of incorporation or organisation. 7. Evidence that the agent (k) With respect to each Group Member which is an Obligor formed in any state of the Original Obligors under United States of America, a certificate of solvency signed by the Finance Documents governed Chief Financial Officer, or equivalent officer, of such Obligor and a copy of a good standing certificate with respect to that Obligor issued as of a recent date by English law for service the Secretary of process in England & Wales has accepted its appointmentState or other appropriate official of that Obligor’s jurisdiction of formation.

Appears in 1 contract

Sources: Supplemental Agreement (Innospec Inc.)

Corporate Documentation. 1. (a) A copy of the constitutional documents of each Original Obligorthe Borrower (it being understood and agreed that the copies of the constitutional documents of the Borrower previously delivered to the BPIAE Agent on or prior to the date of this Agreement shall not be required to be redelivered pursuant to this paragraph (1)(a)). 2. (b) A copy of a resolution of the board of directors or members (as applicable) of each Original Obligorthe Borrower: (i) approving the terms of, and the transactions contemplated by, this Agreement and the Finance Documents to which it is a party amended Facility Agreement and resolving that it execute, deliver and perform the Finance Documents to which it is a partyamended Facility Agreement and the Agreement; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party this Agreement on its behalf;; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; andamended Facility Agreement and the Agreement. (ivc) in the case of an Obligor other than the Borrower, authorising the Borrower to act as its agent in connection with the Finance Documents. 3. A specimen of the signature of each person authorised on behalf of an Original Obligor the Borrower to enter into any Finance Document the Agreement or to sign or send any document or notice in connection with any Finance Documentthe amended Facility Agreement and the Agreement (unless previously delivered to the BPIAE Agent on or prior to the date of this Agreement). 4. (d) A certificate of an authorised officer of each Original Obligor the Borrower certifying that: (ai) each copy document specified in paragraph (A)(11)(a) of this Schedule delivered by such Obligor the Borrower is true and complete as in effect on the date of such certificate, or if previously delivered to the BPIAE Agent, a certification that such documents previously delivered to the BPIAE Agent have not been amended, supplemented or otherwise modified (except for those amendments, modifications, waivers, supplements thereto for which true and complete copies have been provided to the BPIAE Agent) and such documents previously delivered (together with any amendments, modifications, waivers or supplements thereto delivered to the BPIAE Agent, if applicable) remain true and complete copies; (bii) each copy document specified in paragraph (A)(21)(b) of this Schedule delivered by such Obligor the Borrower is true and complete and has not been amended, annulled, rescinded or revoked and there exist no other resolutions of the Company Borrower relating to the matters set forth therein; and (ciii) borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 5. A certificate of an authorised officer of the Borrower certifying that each copy document specified in paragraphs (C)(10), (D)(11), (E)(12) and (13), (G)(17) and (18) (to the extent applicable), (H)(19) and (J)(22) and (23) (to the extent applicable) of this Schedule provided to the COFACE Agent is true and complete in all material respects and in full force and effect and (x) (with respect to the Satellite Supply Contract, the SpaceX Launch Contract, the Motorola Settlement Agreements and the Motorola IP Rights Agreement) has not been amended or superseded and (y) (with respect to any other document specified in this paragraph (A)(5)), such documents have not been materially amended or superseded (in each case, except for those amendments, modifications, supplements or waivers for which true and complete copies have been provided to the COFACE Agent). 6. Certificates of good standing in respect of each Original Obligor issued as a of a recent date by the Secretary of State or other appropriate official of such Original Obligor’s jurisdiction of incorporation or organisation. 7. Evidence that the agent of the Original Obligors under the Finance Documents governed by English law for service of process in England & Wales has accepted its appointment.

Appears in 1 contract

Sources: Supplemental Agreement (Iridium Communications Inc.)