Authorizing Actions. Each party agrees promptly to do all things and take all actions necessary to authorize and facilitate the performance of this Agreement and the other Practice Closing Documents, and all obligations hereunder and thereunder, including, but not limited to, the execution of any necessary documents, and the filing of any forms, deeds or memoranda of leases with applicable governmental agencies or offices.
Authorizing Actions. Each party agrees promptly to do all things and -------------------- take all actions as may be necessary or desirable to authorize and facilitate the performance of this Agreement.
Authorizing Actions. Any action to be taken by the Members or the Managers or Directors under the LaLLCL or this Agreement may be taken (1) at a meeting of the Members or the Managers or Directors, respectively, held on such terms and after notice required by this Agreement, or (2) by unanimous written action of the Members or the Managers or Directors, respectively. No notice need be given of any action proposed to be taken by written action, or an approval given by written action, unless specifically required by the LaLLCL or this Agreement. Copies of all written actions must be kept with the records of the Company.
Authorizing Actions. Copies of the resolutions of the board of directors or other managers of Borrower authorizing, approving and ratifying this Agreement, the Note, the Security Documents and the other Loan Documents and the transactions contemplated herein and therein, duly adopted by the board of directors or other managers of Borrower, together with a certificate of the Secretary or an Assistant Secretary of Borrower, dated the date hereof, stating that each such copy is a true and correct copy of resolutions duly adopted at a meeting, or by action taken on written consent, of the board of directors or other managers of Borrower and that such resolutions have not been modified, amended, rescinded or revoked in any respect and are in full force and effect as of the date hereof;
Authorizing Actions. All limited liability company and other proceedings in connection with the transactions contemplated by this Agreement and the Credit Documents then contemplated by this Agreement to be in effect, and all documents and instruments incident thereto, shall be reasonably satisfactory in form and substance to the Agent and its counsel and the Agent and its counsel shall have received such counterpart originals or certified or other copies of all such documents and instruments and of all records and company proceedings in connection with such transactions, and such incumbency and signature certificates of officers of the Borrower as the Agent or its counsel may reasonably request, together with certificates of good standing and payment of franchise taxes in the State of New York.
Authorizing Actions. Copies of the resolutions of the board of directors or other managers of Borrower and each Guarantor authorizing, approving and ratifying this Agreement, the Notes, the Security Documents and the other Loan Documents and the transactions contemplated herein and therein, duly adopted by the board of directors or other managers of Borrower and each Guarantor, together with a certificate of the Secretary or an Assistant Secretary of Borrower and each Guarantor, dated the date hereof, stating that each such copy is a true and correct copy of resolutions duly adopted at a meeting, or by action taken on written consent, of the board of directors or other managers of Borrower and each Guarantor and that such resolutions have not been modified, amended, rescinded or revoked in any respect and are in full force and effect as of the date hereof;
Authorizing Actions. Copies of the resolutions of the directors or other managers of Borrower, or the members of Borrower, as applicable, authorizing, approving and ratifying this Agreement, the Note and the other the Loan Documents and the transactions contemplated herein and therein, duly adopted by such directors, other managers or members, as applicable, together with a certificate of the secretary or assistant secretary of Borrower, dated as of the Closing Date, stating that each such copy is a true and correct copy of resolutions duly adopted at a meeting, or by action taken on written consent, of such directors, other managers or members, as applicable, and that such resolutions have not been modified, amended, rescinded or revoked in any respect and are in full force and effect as of the Closing Date;
Authorizing Actions. All partnership and corporate proceedings in connection with the transactions contemplated by this Agreement and the other Transaction Documents, and all documents and instruments incident thereto, shall be satisfactory in form and substance to GE Capital and its counsel; and GE Capital and its counsel shall have received such counterpart originals or certified or other copies of all such documents and instruments and of all records of partnership and corporate proceedings in connection with such transactions, and such incumbency and signature certificates of officers of the Participants, as GE Capital or its counsel may reasonably request.
Authorizing Actions. The US Administrative Agent shall have received, with a copy for each Lender, a copy of the resolutions, in form and substance reasonably satisfactory to the US Administrative Agent, of the Boards of Directors or shareholders (as applicable) of each Borrower and each other Loan Party authorizing the (i) execution, delivery and performance of the Loan Documents to which it is a party and the creation and perfection of any Liens contemplated thereby and (ii) in the case of the Company, the execution, delivery and performance of the Purchase Agreement and all closing documents delivered in connection therewith, certified by the Secretary or an Assistant Secretary of the Borrower or such Loan 82 77 Party, as the case may be, as of the Closing Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate.
Authorizing Actions. All partnership,, corporate and other ------------------- proceedings in connection with the transactions contemplated by this Agreement and the other Transaction Documents, and all documents and instruments incident thereto, shall be reasonably satisfactory in form and substance to the Lender and its counsel; and the Lender and its counsel shall have received such counterpart originals or certified or other copies of all such documents and instruments and of all records of partnership and corporate proceedings in connection with such transactions, and such incumbency and signature certificates of officers of the Borrower and the General Partner, as the Lender or its counsel may reasonably request.
