CORPORATE CERTIFICATE
To:The Environmental Protection Agency
(the “Agent”); and
AND:Mason Hayes & Curran
South Bank House
Barrow Street
Dublin 4
D04 TR29;
(collectivelythe“Addressees”)
I, , [a director/the secretary] of[ ] a company registered in Ireland with company number [ ] and having its registered office at [ ] (the “Company”) hereby certify in my capacity as an officer of the Company that:
(1) The certificate of incorporation of the Company and constitution of the Company (the “Constitution”) attached to this Certificate at Annex A are a correct and up to date, true copy of the Certificate and theConstitution of the Company.
(2) Attached at Annex B of this Certificate is a true, correct, up to date and complete set of resolutions pursuant to which the Company has approvedthe signing, execution, delivery and performance of the documents set out therein as well as listing those people authorised to sign documents and bind the Company (the “Resolutions”). Such Resolutions have not been amended, modified or revoked and remain in full force and effect.
(3) Set out at Annex C of this Certificate is: (a) true, correct, up to date and complete information in respect of the directors and the secretary of the Company; and (b) the sample signatures of those authorised to enter into the documents listed in the Resolutions.
(4) Notwithstanding the entry into of the transactions contemplated in the Resolutions and the obligations assumed by the Company pursuant to or in connection with those transactions, the Company will continue to be able to pay its debts as they fall due.
(5) Attached at Annex D of this Certificate is a copy of the searches carried out on our behalf in the Companies Registration Office, the Central Office of the High Court (for possible lodgement of petitions against the Company) and in the Judgments Office (for any lis pendens), all dated as at […].[1]
(6) This Certificate is given without personal liability on the part of the person signing it, save where given fraudulently, negligently or with intent to mislead.
(7) This Certificate is intended to be legally binding and is given for the benefit of the Addressees and for the benefit of their successors and assigns.
IN WITNESS WHEREOF, I have signed my name below.
Dated: ______
Name:
Title:[Director/Secretary]
ANNEX A
Constitution
ANNEX B
Resolutions
ANNEX C
a)Directors and Secretary
[…]
b)Sample signatures
Name / Signature[…] / […]
[…] / […]
ANNEX D
Search Results
1
Corporate Certificate Suggested Form: May 2017
[1]Company’s lawyer to order searches and provide explanations for acts appearing. The searches do not need to be dated as at the same date of the Certificate (which will be dated as at the date of the security granted by the surety/licensee).