Bringdown. The Borrower hereby certifies to the Lender that: a. since May 5, 2009 to and including the date hereof, there have been no amendments to or changes in the By-Laws or Articles of Organization of the Borrower as delivered to the Lender on or about May 5, 2009; b. nothing has occurred which would lead the Secretary of the State of Illinois to refuse to issue certificates of legal existence and good standing as of the date of this First Amendment; c. all taxes required to be paid or withheld and deposited by the Borrower as of the date of this First Amendment have been paid or withheld; d. except as provided on Exhibit A attached hereto, there has been no change in the directors, officers and shareholders (or their holdings) of the Borrower since May 5, 2009 to and including the date of this First Amendment; and e. the resolutions adopted by the Borrower and attached to a Secretary’s Certificate dated as of and delivered to the Lender on or about May 5, 2009 have not been rescinded or amended, remain in full force and effect and are effective with respect to this First Amendment.
Appears in 2 contracts
Sources: Loan and Security Agreement (Paylocity Holding Corp), Loan and Security Agreement (Paylocity Holding Corp)