Original Obligors Clause Samples
The 'Original Obligors' clause defines the parties who are initially responsible for fulfilling the obligations set out in the agreement. This typically includes identifying the specific individuals or entities that are bound by the contract from its inception, such as borrowers or guarantors in a loan agreement. By clearly specifying who the original obligors are, the clause ensures there is no ambiguity regarding who holds primary responsibility under the contract, thereby reducing the risk of disputes over liability.
Original Obligors. A copy of the constitutional documents of each Original Obligor.
Original Obligors. (a) A copy of the constitutional documents of each Original Obligor.
(b) A copy of a resolution of the board of directors or equivalent body 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 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.
(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.
(d) A copy of a resolution signed by all the holders of the issued shares in each Original Obligor (other than the Parent), approving the terms of, and the transactions contemplated by, the Finance Documents to which that Original Obligor is a party.
(e) A certificate from each Original Obligor (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
(f) A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in this Part III of Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
Original Obligors. (a) A copy of the Constitutional Documents of each Original Obligor.
(b) A copy of a resolution of the board of directors 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 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;
(iv) other than the Parent and Orkid, confirming, in accordance with the provisions of section 45(3)(b)(i) of the Companies Act, that the board of directors of that Original Obligor is satisfied that, immediately after providing any direct or indirect financial assistance to be provided by that Original Obligor pursuant to any of the Finance Documents to which it is a party, the Original Obligor would satisfy the "solvency and liquidity test" (as defined in the Companies Act);
(v) other than the Parent and Orkid, confirming, in accordance with the provisions of section 45(3)(b)(ii) of the Companies Act, that the board of directors of that Original Obligor is satisfied that the terms under which any direct or indirect financial assistance pursuant to any of the Finance Documents to which it is a party proposed to be given by it are fair and reasonable to it;
(vi) other than the Parent and Orkid, Confirming, for the purposes of section 45(4) of the Companies A▇▇ ▇▇▇▇, that the conditions or restrictions (if any) in respect of granting any direct or indirect financial assistance by it pursuant to any of the Finance Documents to which it is a party set out in its Constitutional Documents have been satisfied; and
(vii) other than the Parent and O▇▇▇▇, confirming that the board of directors of that Original Obligor is satisfied that the requirements of section 46(1) of the Companies Act have been complied with.
(c) A copy of a resolution duly passed by the holders of the issued shares of the Original Obligors (other than the Parent and Orkid), as applicable, approving, in accordance with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by that Original Obligor under the Finance Documents to ...
Original Obligors. (a) A copy of the constitutional documents of each Original Obligor.
(b) A copy of a resolution of the board of directors or equivalent body 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 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.
Original Obligors. (a) In relation to an Original Obligor incorporated or established in Germany an up-to-date commercial register extract (Handelsregisterausdruck), its articles of association (Satzung) or partnership agreement (Gesellschaftsvertrag), copies of any by-laws as well as a list of shareholders (Gesellschafterliste) (in each case, if applicable).
(b) A copy of a good standing certificate (including verification of tax status) with respect to each U.S. Obligor, issued as of a recent date by the Secretary of State or other appropriate official of each U.S. Obligor's jurisdiction of incorporation or organisation.
(c) In relation to an Original Obligor incorporated or established in a jurisdiction other than Germany a copy of its constitutional documents.
(d) In relation to an Original Obligor incorporated or established in Germany a copy of a resolution signed by all the holders of the issued shares of such Original Obligor and/or if applicable and required under the respective Original Obligor’s constitutional documents, a copy of a resolution of the supervisory board (Aufsichtsrat) and/or advisory board (Beirat) of such Original Obligor approving the terms of, and the transactions contemplated by the Finance Documents.
(e) In relation to an Original Obligor incorporated in a jurisdiction other than Germany, or England and Wales or a jurisdiction of the U.S., a copy of a resolution signed by all the holders of the issued shares in each such Original Obligor, approving the terms of, and the transactions contemplated by the Finance Documents.
(f) A copy of a resolution of the board of directors, or equivalent governing body, of each Original Obligor incorporated or established in a jurisdiction other than Germany:
(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.
(g) A specimen of the signature of each person authorised to execute any Finance Document and other documents and notices (including, if relevant, any Utilisation Request) to be sign...
Original Obligors. 1.1 A copy of the constitutional documents of each Original Obligor or confirmation that the constitutional documents of each Original Obligor have not changed since they were last provided.
1.2 A copy of a resolution of the board of directors of each Original Obligor and other members of the Group which are party to this Agreement:
1.2.1 approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this Agreement;
1.2.2 authorising it, for all purposes required under sections 45 and/or 46 of the Companies Act (as applicable), to provide the "financial assistance" and to make any "distribution" that may arise as a result of its entry into of this Agreement;
1.2.3 authorising a specified person or persons to execute this Agreement on its behalf; and
1.2.4 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Agreement.
1.3 A copy of a special resolution duly passed by the holders of the issued shares of each Original Guarantor authorising it, for all purposes required under section 45 of the Companies Act, to provide the "financial assistance" that may arise as a result of its entry into this Agreement.
1.4 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above.
1.5 A certificate of the Borrower and each other Original Obligor (signed by a director or other authorised signatory):
1.5.1 confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
1.5.2 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 Effective Date.
1.6 A certificate of the Borrower (signed by a director or other authorised signatory) confirming as at the Effective Date that:
1.6.1 no Default or Event of Default has occurred or is continuing or will result from the execution of this Agreement;
1.6.2 the representations and warranties set out in Clause 19 (Representations) of the Common Terms Agreement are true and correct in all respects;
1.6.3 that no event or series of events or circumstances has occurred or arisen which, in the Borrower's opinion, is likely to have a Material Adverse Effect;
1.6.4 that no investigation, litigation, arbitration or admin...
Original Obligors. (a) A copy of the Constitutional Documents of each Original Obligor.
(b) In respect of the Original Obligors, a recent excerpt from the commercial register (Handelsregister) of the Original Obligors, not older than 14 days from the date of this Agreement.
(c) A copy of a resolution of the shareholder(s) 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; and
(ii) authorising the Company to act as its agent in connection with the Finance Documents.
(d) A specimen of the signature of each person authorised to execute, on behalf of each Original Obligor, the Finance Documents and related documents to which it is a party and to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with such Finance Documents.
(e) A certificate by the directors of each Original Obligor confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments will not cause any borrowing, guarantee, security or similar limit binding on any Original Obligor to be exceeded.
(f) A certificate by the directors of each Original Obligor certifying that each copy document relating to it specified in this Part 1 of 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.
Original Obligors. (a) A copy of the constitutional documents of each Original Obligor and of Eurotunnel Developments Limited (the "Non-Obligor Security Provider").
(b) A copy of a resolution of the board of directors of each Original Obligor and the Non-Obligor Security Provider:
(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 dispatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or dispatched by it under or in connection with the Finance Documents to which it is a party; and
(iv) in the case of an Obligor or the Non-Obligor Security Provider other than the Parent, authorising the Parent to act as its agent in connection with the Finance Documents.
(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) A certificate of each Original Obligor and the Non-Obligor Security Provider (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on any Original Obligor or the Non-Obligor Security Provider to be exceeded.
(e) A certificate of an authorised signatory of each Original Obligor and the Non-Obligor Security Provider 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 and has not been amended or superseded as at a date no earlier than the date of this Agreement.
Original Obligors. (a) A copy of the constitutional documents of each Original Obligor.
(b) An up-to-date extract from the Dutch trade register (handelsregister) relating to each Original Obligor incorporated in the Netherlands.
Original Obligors. (a) A copy of the constitutional documents of each Original Obligor (being, in the case of the Parent, its statuto and atto costititutivo).
(b) A copy of a resolution of the board of directors or, if applicable, equivalent body 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 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 or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed or despatched by it under or in connection with the Finance Documents to which it is a party;
(iv) in the case of an Obligor other than the Parent, authorising the Parent to act as its agent in connection with the Finance Documents; and
(v) if applicable, a copy of the resolution of the board of directors of the relevant company, establishing the body referred to in sub-paragraph (iv) above.
(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.
(d) The Structure Memorandum together addressed to or capable of being relied on by the Finance Parties (other than the Hedging Banks).