Common use of Secretary’s Certificate, Etc Clause in Contracts

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Tranche 3 Borrowing Date, for each such Person (other than the Parent Guarantor) and (ii) a certificate, dated as of the Tranche 3 Borrowing Date, duly executed and delivered by a Responsible Officer of such Person as to: (x) resolutions of each such Person’s Board then in full force and effect authorizing the Borrowing on the Tranche 3 Borrowing Date and any other Transactions to be consummated by such Person in connection with the Borrowing of the Tranche 3 Loans; and (y) the full force and validity of each Organic Document of such Person and (A) copies thereof or (B) a statement that copies thereof have not been amended or otherwise modified since the Closing Date; which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of a Responsible Officer of any such Person cancelling or amending the prior certificate of such Person. The resolutions of the Board of the Parent Guarantor referred to the above in this clause (a) shall certify, pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organic Documents of the Parent Guarantor, have been duly obtained for, amongst other things, the Transactions.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Tranche 3 Borrowing Effective Date, for each such Person (other than the Parent Israeli Guarantor) and (ii) a certificate, dated as of the Tranche 3 Borrowing Effective Date, duly executed and delivered by a Responsible Officer of such Person Person, as to: (x) resolutions of each such Person’s Board then in full force and effect authorizing the Borrowing on execution, delivery and performance of each Loan Document to be executed and delivered by such Person and the Tranche 3 Borrowing Date and any other Transactions to be consummated entered by such Person and any documents and notices to be signed and/or dispatched by such Person under or in connection with any of the Loan Documents or in connection with the Borrowing Transactions; (y) the incumbency and signatures of the Tranche 3 Loansthose of its officers, managing member or general partner or equivalent authorized to act with respect to each Loan Document and delivered by such Person; and (yz) the full force and validity of each Organic Document of such Person and (A) copies thereof or (B) a statement that copies thereof have not been amended or otherwise modified since the Closing Datethereof; which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of a Responsible Officer of any such Person cancelling or amending the prior certificate of such Person. The resolutions of the Board of the Parent Israeli Guarantor referred to the above in this clause (ab) shall certify, pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organic Documents of the Parent Israeli Guarantor, have been duly obtained for, amongst other things, the Transactions.

Secretary’s Certificate, Etc. The Administrative Agent and each Lender shall have received from the Borrower and each Obligor Guarantor, (i) a copy of a good standing certificate, dated a date reasonably close to the Tranche 3 Borrowing Closing Date, for each such Person (other than the Parent Guarantor) and (ii) a certificate, dated as of the Tranche 3 Borrowing Closing Date, duly executed and delivered by a Responsible Officer of such Person Person’s Secretary or Assistant Secretary, managing member or general partner, or other Authorized Officer, as applicable, as to: (xa) resolutions of each such Person’s Board board of directors (or other managing body, in the case of a Person other than a corporation) and any other corporate resolutions required by applicable Law or pursuant to such Person’s Organic Documents, each of which shall be then in full force and effect effect, authorizing the Borrowing on the Tranche 3 Borrowing Date execution, delivery and any other Transactions performance of each Loan Document to be consummated executed by such Person in connection and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managers, managing member or general partner, as applicable, authorized to act with the Borrowing of the Tranche 3 Loansrespect to each Loan Document to be executed by such Person; and (yc) the full force and validity of each Organic Document of such Person and (A) copies thereof or (B) a statement that copies thereof have not been amended or otherwise modified since the Closing Datethereof; upon which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders each Lender may conclusively rely until they it shall have received a further certificate of a Responsible Officer the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person cancelling canceling or amending the prior certificate of such Person. The resolutions of the Board of the Parent Guarantor referred to the above in this clause (a) shall certify, pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organic Documents of the Parent Guarantor, have been duly obtained for, amongst other things, the Transactions.SECTION 5.3

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Tranche 3 Borrowing Date, for each such Person (other than the Parent Israeli Guarantor) and (ii) a certificate, dated as of the Tranche 3 Borrowing Date, duly executed and delivered by a Responsible Officer of such Person as to: (x) resolutions of each such Person’s Board then in full force and effect authorizing the Borrowing on the Tranche 3 Borrowing Date and any other Transactions to be consummated by such Person in connection with the Borrowing of the Tranche 3 Loans; and (y) the full force and validity of each Organic Document of such Person and (A) copies thereof or (B) a statement that copies thereof have not been amended or otherwise modified since the Closing Effective Date; which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of a Responsible Officer of any such Person cancelling or amending the prior certificate of such Person. The resolutions of the Board of the Parent Israeli Guarantor referred to the above in this clause (a) shall certify, pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organic Documents of the Parent Israeli Guarantor, have been duly obtained for, amongst other things, the TransactionsTransactions contemplated to occur in connection with the Borrowing of the Tranche 3 Loans.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Tranche 3 2 Borrowing Date, for each such Person (other than the Parent Guarantor) and (ii) a certificate, dated as of the Tranche 3 2 Borrowing Date, duly executed and delivered by a Responsible Officer of such Person as to: (x) resolutions of each such Person’s Board then in full force and effect authorizing the Borrowing on the Tranche 3 2 Borrowing Date and any other Transactions to be consummated by such Person in connection with the Borrowing of the Tranche 3 2 Loans; and (y) the full force and validity of each Organic Document of such Person and (A) copies thereof or (B) a statement that copies thereof have not been amended or otherwise modified since the Closing Date; which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of a Responsible Officer of any such Person cancelling or amending the prior certificate of such Person. The resolutions of the Board of the Parent Guarantor referred to the above in this clause (a) shall certify, pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organic Documents of the Parent Guarantor, have been duly obtained for, amongst other things, the Transactions.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Tranche 3 Borrowing Closing Date, for each such Person (other than the Parent Guarantor) and (ii) a certificate, dated as of the Tranche 3 Borrowing Closing Date, duly executed and delivered by a Responsible Officer of such Person Person, as to: (x) resolutions of each such Person’s Board then in full force and effect authorizing the Borrowing on execution, delivery and performance of each Loan Document, the Tranche 3 Borrowing Date and any other Transactions to be consummated executed and delivered by such Person and any documents and notices to be signed and/or dispatched by such Person under or in connection with any of the Loan Documents or in connection with the Borrowing Transactions; (y) the incumbency and signatures of the Tranche 3 Loansthose of its officers, managing member or general partner or equivalent authorized to act with respect to each Loan Document and delivered by such Person; and (yz) the full force and validity of each Organic Document of such Person and (A) copies thereof or (B) a statement that copies thereof have not been amended or otherwise modified since the Closing Datethereof; which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of a Responsible Officer of any such Person cancelling or amending the prior certificate of such Person. The resolutions of the Board of the Parent Guarantor referred to the above in this clause (a) shall certify, pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organic Documents of the Parent Guarantor, have been duly obtained for, amongst other things, the Transactions.