Obligors Clause Samples
The 'obligors' clause defines the parties who are legally bound to fulfill the obligations set out in an agreement. In practice, this clause identifies each individual or entity responsible for performing duties such as payment, delivery of goods, or provision of services under the contract. By clearly specifying who the obligors are, the clause ensures accountability and helps prevent disputes over responsibility, thereby promoting clarity and enforceability in contractual relationships.
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Obligors. (a) All communications under the Finance Documents to or from an Obligor must be sent through the Facility Agent.
(b) All communications under the Finance Documents to or from an Obligor (other than the Company) must be sent through the Company.
(c) Each Obligor (other than the Company) irrevocably appoints the Company to act as its agent:
(i) to give and receive all communications under the Finance Documents;
(ii) to supply all information concerning itself to any Finance Party; and
(iii) to sign all documents under or in connection with the Finance Documents.
(d) Any communication given to the Company in connection with a Finance Document will be deemed to have been given also to the other Obligors.
(e) The Facility Agent may assume that any communication made by the Company is made with the consent of each other Obligor.
Obligors. A copy of the constitutional documents of each Obligor.
Obligors. (a) A copy of the constitutional documents of each Obligor (in relation to the Borrower, its deed of incorporation, articles of association and extract from the Dutch trade register (handelsregister)) or a certificate of an authorised signatory of each Obligor certifying that the constitutional documents previously delivered to the Agent for the purposes of the Original Facility Agreement have not been amended and remain in full force and effect as at the date of this Agreement.
(b) A copy of a resolution of the board of directors or equivalent body of each Obligor and the Former Guarantor:
(i) approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this Agreement;
(ii) authorising a specified person or persons to execute this Agreement 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 New Finance Documents to which it is a party; and
(iv) in relation to the Borrower:
(A) stating that entering into this Agreement is allowed by the Borrower’s articles of association, and serves the best interest of the Borrower in the meaning of section 2:7 Dutch Civil Code (or equivalent legislation in its Relevant Jurisdiction if applicable), in form and substance acceptable to the Agent;
(B) including a confirmation that it does not have a works council (ondernemingsraad); and
(C) confirming that there is no conflict of interest or, if there is, that the general meeting of shareholders has not appointed any other person to act for the Borrower with regard to the transaction.
(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.
(d) A certificate of an authorised signatory of the relevant Obligor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
(e) A copy of a resolution signed by all the holders of the issued shares in each Guarantor, approving the terms of, and the transactions contemplated by, this Agreement.
Obligors. No Obligor may transfer any of his or her rights or obligations under this Agreement or the Collateral Documents without the prior written consent of the Lender.
Obligors. (a) A copy of the constitutional documents and a good standing certificate of the US Borrower.
(b) In respect of each Obligor which is a company incorporated under the laws of Italy:
(i) a copy of the relevant deed of incorporation (atto costitutivo);
(ii) a copy of the current by-laws (statuto); and
(iii) a certificate of registration (certificato di iscrizione) of the relevant Obligor with the competent companies’ register dated not earlier than 5 days before the execution of this Agreement, mentioning the absence of any insolvency procedures affecting such Obligor.
(c) A copy of a resolution of the board of directors of each 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 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 documents and notices (including, if relevant, any Utilisation Request 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.
(d) A specimen of the signature of each person authorised by the resolution referred to in paragraph (c) above.
(e) A certificate of each Obligor confirming that borrowing or guaranteeing, as appropriate, the Commitments in the case of the Italian Borrower and the Commitments in the case of the US Borrower would not cause any borrowing, guaranteeing or similar limit binding on any Obligor to be exceeded.
(f) A certificate of an authorised signatory of the relevant Obligor certifying that each copy document relating to it specified in this Part I of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
Obligors. (a) A copy of the constitutional documents of each Obligor.
(b) A copy of a resolution of the board of directors of each 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.
(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents.
(d) If applicable, a copy of a resolution signed by all the holders of the issued shares in each Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which the relevant Borrower is a party.
(e) If applicable, a copy of a resolution of the board of directors of each corporate shareholder of the Guarantor approving the terms of the resolution referred to in paragraph (d) above.
(f) A certificate of each Obligor (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guarantee or similar limit binding on that Borrower to be exceeded.
(g) A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.
Obligors. A copy of the constitutional documents of each Transaction Obligor.
Obligors. No Obligor may assign or transfer any of its rights (if any) or obligations under this Agreement.
Obligors. None of the Receivables is due from any Person which does not have a mailing address in the United States of America. No Receivable is due from the United States of America or any State or from any agency, department, instrumentality or political subdivision thereof.
Obligors. (a) A copy of the constitutional documents of each Obligor.
(b) A copy of a resolution of the board of directors of each 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 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 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.
(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.
(d) A certificate of each Obligor (signed by a director) confirming that borrowing the Commitments made available to that Obligor hereunder and in the case of the Guarantor, guaranteeing the Total Commitments, would not cause any borrowing, guaranteeing or similar limit binding on any such Obligor to be exceeded.
(e) A certificate of an authorised signatory of the relevant Obligor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.