Common use of Original Obligors Clause in Contracts

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 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) A copy of a resolution of the board of directors (or equivalent body a duly appointed committee 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 NoticeRequest) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. (d) An extract from a resolution of the board of directors of each Original Obligor evidencing due appointment of the committee of the board of directors referred to in paragraph (c) above. (e) A specimen of the signature of each person authorised by the resolution referred to in paragraph (bc) 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. (ef) A certificate from each Original Obligor of the Company (signed by a directordirector or other authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Total Revolving Facility Commitments would not cause any borrowing, guaranteeing or similar limit binding on it any Original Obligor to be exceeded. (fg) A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in this Part III I of Schedule 1 2 (Conditions precedent) 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 executives of the Borrower and a resolution of the board of directors or equivalent body of each Original Obligor:Obligor (other than the Borrower and Markiza): (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 authorizing 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 NoticeRequest) 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 ParentParent and Markiza), 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 of the Original Obligor Obligors (signed by a directoran Officer) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it such Original Obligor to be exceededexceeded (including, without limitation, any limit, restriction or covenant set out in the Parent Note Documents). (f) A certificate of an authorised signatory Officer of the relevant Original Obligor certifying that each copy document relating to it specified in this paragraphs 1(a), 1(b), 1(d), 1(g), 1(h), 2(f), 5(c) to (e), 5(g), 5(h), 5(j), 5(k), 5 (l) and 5(n), as applicable, of Part III I of Schedule 1 2 is correct, complete and in full force and effect as at a date no earlier than the original date of this Agreement. (g) If required by Slovak law or the constitutional documents of Markiza, a copy of a resolution of the general meeting of Markiza approving the terms of, and transactions contemplated by, the Finance Documents to which Markiza is a party. (h) A copy of a resolution of the general meeting of the Borrower approving the terms of, and transactions contemplated by, the enterprise pledge agreement referred to in Clause 2(g)(q) below.

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 ParentParent and Asturiana de Zinc, S.A.), 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 any Group company 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 (or equivalent body a committee of that board) 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) If the resolution under paragraph (b) above is a resolution of a committee, a copy of the resolution of the board of directors of the Original Obligor constituting that committee and evidencing its authority to consider and approve the Finance Documents and the transactions contemplated thereby. (d) 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 of the Company (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 any Original Obligor 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 I of Schedule 1 2 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 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 I of Schedule 1 2 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 good standing certificate (including verification of tax status) with respect to each US Obligor, issued as of a recent date by the Secretary of State or other appropriate official of each US Obligor’s jurisdiction of incorporation or organisation. (c) A copy of a resolution of the board of directors (or equivalent body a duly appointed committee 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 NoticeRequest) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. (d) An extract from a resolution of the board of directors of each Original Obligor evidencing due appointment of the committee of the board of directors referred to in paragraph (c) above. (e) A specimen of the signature of each person authorised by the resolution referred to in paragraph (bc) 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. (ef) A certificate from each Original Obligor of the Company (signed by a directordirector or other authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Total Revolving Facility Commitments would not cause any borrowing, guaranteeing or similar limit binding on it any Original Obligor to be exceeded. (fg) A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in this Part III I of Schedule 1 2 (Conditions precedent) 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 comprising for each Danish Obligor: (i) a copy of its articles of association; and (ii) a recent compiled summary from the Register of the DCCA relating to it. (b) A copy of a resolution of the board of directors directors, the management and the supervisory board or equivalent body bodies of each Original Obligor: (i) approving the terms of, and the transactions contemplated by, the Bridge Finance Documents to which it is a party and resolving that it execute the Bridge Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Bridge 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 NoticeRequest) to be signed and/or despatched by it under or in connection with the Bridge 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 certificate 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 Borrower (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total aggregate amount of Commitments would not cause any borrowing, guaranteeing or similar limit binding on it any Original Obligor to be exceeded. (fe) A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in this Part III I of Schedule 1 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.