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.
Appears in 4 contracts
Sources: Facility Agreement (Midamerican Energy Co), Facility Agreement (Midamerican Energy Holdings Co /New/), Facility Agreement (Midamerican Energy Holdings Co /New/)
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 the Guarantor (signed by a directorFinancial Officer) confirming that borrowing the Commitments made available to that Obligor hereunder and in the case of the Guarantoror guaranteeing, guaranteeing as appropriate, the Total Commitments, Stated Amounts would not cause any borrowing, guaranteeing or similar limit binding on any such Obligor to be exceeded; confirming that the representations and warranties set out in Clause 17 (Representations) are true and accurate in all material respects and that no material adverse change in its business or financial condition (or the business or consolidated financial condition of the Group) has occurred since 31 March 2012.
(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.
Appears in 2 contracts
Sources: Facility Agreement (Platinum Underwriters Holdings LTD), Facility Agreement (Platinum Underwriters Holdings LTD)
Obligors. (a) A copy of the constitutional documents articles of association and bylaws of each Obligor.
(b) A copy of a resolution of the board of directors (or other managing entity) of each Obligor:
(i) approving the terms of, and the transactions contemplated by, this Agreement and the other Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a partyparty (to the extent that such Finance Documents were not previously approved and executed in accordance with the Original Facility Agreement);
(ii) authorising a specified person or persons to execute this Agreement and the other Finance Documents to which it is a party on its behalfbehalf (to the extent that such Finance Documents were not previously approved and executed in accordance with the Original Facility Agreement); 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 RequestRequest and Selection Notice) to be signed and/or despatched by it under or in connection with this Agreement and the other 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 the Borrowers (signed by a directordirector and/or officer) confirming that borrowing the Commitments made available to that Obligor hereunder and in the case of the Guarantoror guaranteeing, guaranteeing the Total Commitments, as appropriate would not cause any borrowingborrowing or guaranteeing, guaranteeing or similar limit binding on any such Obligor to be exceeded.
(e) A certificate of an authorised signatory of the relevant each Obligor certifying that each copy document relating to it specified in this Section 1 of Schedule 2 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (FreeSeas Inc.), Amendment and Restatement Agreement (FreeSeas Inc.)
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 the Company (signed by a directordirector or other authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Commitments made available to that Obligor hereunder and in the case of the Guarantor, guaranteeing the Total Commitments, Facility 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 Part I of Schedule 2 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
Appears in 1 contract
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 the Guarantor (signed by a directorthe Guarantor's Senior Vice President, Chief Financial Officer and Treasurer) confirming that borrowing or guaranteeing, as appropriate, the Commitments made available to that Obligor hereunder and in the case of the Guarantor, guaranteeing the Total Commitments, Commitment 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 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
Appears in 1 contract
Sources: Facility Agreement (Harsco Corp)