Common use of Closing Certificates Clause in Contracts

Closing Certificates. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Party as of a recent date, from such Secretary of State or similar governmental authority (or a certification from an Authorized Officer of each applicable Credit Party that attached is a true and complete copy of such certificate or articles of incorporation or organization, including all amendments thereto, as in effect on the Amendment Effective Date) and (ii) a certificate of an Authorized Officer of each Credit Party dated the Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Party as in effect on the Amendment Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Document on behalf of such Credit Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized Officer executing the certificate pursuant to clause (ii) above;

Closing Certificates. The Administrative Agent and the Syndication Agent shall have received (i) a copy of the certificate or articles of incorporation or organizationincorporation, including all amendments thereto, of the Borrower and each Credit PartyGuarantor, certified, if applicable, as of a recent date each certified by the Secretary of State relevant authority of the state jurisdiction of its organization, and a certificate as to the good standing (where relevant) of the Borrower and each Credit Party Guarantor as of a recent date, from such Secretary of State or similar governmental authority (or a certification from an Authorized Officer of each applicable Credit Party that attached is a true and complete copy of such certificate or articles of incorporation or organization, including all amendments thereto, as in effect on the Amendment Effective Date) and relevant authority; (ii) a certificate of an Authorized Officer the Secretary or Assistant Secretary of the Borrower and each Credit Party Guarantor, each dated the Amendment Effective Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Borrower or operating (or limited liability company) agreement of such Credit Party the relevant Guarantor, as applicable, as in effect on the Amendment Effective DateClosing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board Board of directors (Directors of the Borrower or equivalent governing body) of such Credit Party the relevant Guarantor, as applicable, authorizing the execution, delivery and performance of the Credit Documents to which such Person is a party this Agreement and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of the Borrower or organization of such Credit Party have the relevant Guarantor, as applicable, has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any Credit Document other document delivered in connection herewith on behalf of such Credit Party and countersigned by the Borrower or the relevant Guarantor, as applicable; (iii) a certificate of another officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature of an Authorized Officer the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above;; and (iv) such other documents as the Lenders or Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Administrative Agent and the Syndication Agent, may reasonably request.

Closing Certificates. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Party as of a recent date, from such Secretary of State or similar governmental authority (or a certification from an Authorized Officer of each applicable Credit Party that attached is a true and complete copy of such certificate or articles of incorporation or organization, including all amendments thereto, as in effect on the Repricing Amendment Effective Date) and (ii) a certificate of an Authorized Officer of each Credit Party dated the Repricing Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Party as in effect on the Repricing Amendment Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Document on behalf of such Credit Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized Officer executing the certificate pursuant to clause (ii) above;

Closing Certificates. The Administrative Agent shall have received (ia) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Loan Party as of a recent date, from such Secretary of State or similar governmental authority Governmental Authority (or a certification from an Authorized Officer of each applicable Credit Loan Party (other than the Borrower) that attached is a true and complete copy of such there have been no changes to the certificate or articles of incorporation or organization, including all amendments thereto, as in effect that were delivered to the Administrative Agent on the Amendment Effective Closing Date) and (iib) a certificate of an Authorized a Responsible Officer of each Credit Loan Party dated the Amendment No. 3 Effective Date and certifying (AI) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Loan Party as in effect on the Amendment No. 3 Effective Date (or a certification from each Loan Party (other than the Borrower) that there have been no changes to the by-laws or operating (or limited liability company) agreement, including all amendments thereto, that were delivered to the Administrative Agent on the Closing Date), (BII) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Loan Party authorizing the execution, delivery and performance of the Credit Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (DIII) as to the incumbency and specimen signature of each officer executing any Credit Loan Document on behalf of such Credit Loan Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized a Responsible Officer executing the certificate pursuant to clause (iib) above;

Closing Certificates. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Loan Party as of a recent date, from such Secretary of State or similar governmental authority (Governmental Authority or a certification from an Authorized Officer of each applicable Credit Loan Party that attached is a true and complete copy of such there have been no changes to the certificate or articles of incorporation or organization, including all amendments thereto, as in effect thereto that were delivered to the Administrative Agent on the Amendment No. 1 Effective Date) Date and (ii) a certificate of an Authorized a Responsible Officer of each Credit Loan Party dated the Amendment No. 3 Effective Date and certifying (A) that (i) attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Loan Party as in effect on the Amendment No. 3 Effective Date or (ii) there have been no changes to the by-laws or operating (or limited liability company) agreement of such Loan Party that were delivered to the Administrative Agent on the Amendment No. 1 Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Loan Party authorizing the execution, delivery and performance of the Credit Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Loan Document on behalf of such Credit Loan Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized a Responsible Officer executing the certificate pursuant to clause (ii) above;

Closing Certificates. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Loan Party as of a recent date, from such Secretary of State or similar governmental authority (Governmental Authority or a certification from an Authorized Officer of each applicable Credit Loan Party that attached is a true and complete copy of such there have been no changes to the certificate or articles of incorporation or organization, including all amendments thereto, as in effect thereto that were delivered to the Administrative Agent on the Amendment No. 3 Effective Date) Date and (ii) a certificate of an Authorized a Responsible Officer of each Credit Loan Party dated the Amendment No. 4 Effective Date and certifying (A) that (i) attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Loan Party as in effect on the Amendment No. 4 Effective Date or (ii) there have been no changes to the by-laws or operating (or limited liability company) agreement of such Loan Party that were delivered to the Administrative Agent on the Amendment No. 3 Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Loan Party authorizing the execution, delivery and performance of the Credit Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Loan Document on behalf of such Credit Loan Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized a Responsible Officer executing the certificate pursuant to clause (ii) above;

Closing Certificates. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Party as of a recent date, from such Secretary of State or similar governmental authority Governmental Authority (or a certification from an Authorized Officer of each applicable Credit Party that attached is a true and complete copy of such certificate or articles of incorporation or organization, including all amendments thereto, as in effect on the 2018 October Amendment Effective Date) and (ii) a certificate of an Authorized Officer of each Credit Party dated the 2018 October Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Party as in effect on the 2018 October Amendment Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such Person is a party and, (and in the case of the Borrower, the borrowings hereunder), and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Document on behalf of such Credit Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized Officer executing the certificate pursuant to clause (ii) above;

Closing Certificates. The Administrative Agent shall have received (i) (A) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, organization and (B) a certificate as to the good standing (where relevant) of each Credit Loan Party as of a recent date, from such Secretary of State or similar governmental authority (or a certification from an Authorized Officer of each applicable Credit Party that attached is a true and complete copy of such certificate or articles of incorporation or organization, including all amendments thereto, as in effect on the Amendment Effective Date) Governmental Authority and (ii) a certificate of an Authorized a Responsible Officer of each Credit Loan Party dated the Amendment No. 7 Effective Date and certifying (A) that (I) attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Loan Party as in effect on the Amendment No. 7 Effective Date or (II) there have been no changes to the by-laws or operating (or limited liability company) agreement of such Loan Party that were delivered to the Administrative Agent on the Amendment No. 4 Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Loan Party authorizing the execution, delivery and performance of the Credit Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that there have been no changes to the certificate or articles of incorporation or organization of such Credit Loan Party have not been amended since the date of the last amendment thereto thereto, shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (ii)(B) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Loan Document on behalf of such Credit Loan Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized a Responsible Officer executing the certificate pursuant to clause (ii) above;; and

Closing Certificates. The Administrative Agent shall have received (i) (A) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, organization and (B) a certificate as to the good standing (where relevant) of each Credit Loan Party as of a recent date, from such Secretary of State or similar governmental authority (or a certification from an Authorized Officer of each applicable Credit Party that attached is a true and complete copy of such certificate or articles of incorporation or organization, including all amendments thereto, as in effect on the Amendment Effective Date) Governmental Authority and (ii) a certificate of an Authorized a Responsible Officer of each Credit Loan Party dated the Amendment No. 8 Effective Date and certifying (A) that (I) attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Loan Party as in effect on the Amendment No. 8 Effective Date or (II) there have been no changes to the by-laws or operating (or limited liability company) agreement of such Loan Party that were delivered to the Administrative Agent prior to the Amendment No. 8 Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Loan Party authorizing the execution, delivery and performance of the Credit Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that there have been no changes to the certificate or articles of incorporation or organization of such Credit Loan Party have not been amended since the date of the last amendment thereto thereto, shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (ii)(B) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Loan Document on behalf of such Credit Loan Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized a Responsible Officer executing the certificate pursuant to clause (ii) above;

Closing Certificates. The Administrative Agent shall have received (ia) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Loan Party as of a recent date, from such Secretary of State or similar governmental authority Governmental Authority (or a certification from an Authorized Officer of each applicable Credit Loan Party (other than the Borrower) that attached is a true and complete copy of such there have been no changes to the certificate or articles of incorporation or organization, including all amendments thereto, as in effect that were delivered to the Administrative Agent on or after the Amendment Effective Closing Date) and (iib) a certificate of an Authorized a Responsible Officer of each Credit Loan Party dated the Amendment No. 2 Effective Date and certifying (AI) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Loan Party as in effect on the Amendment No. 2 Effective Date (or a certification from each Loan Party (other than the Borrower) that there have been no changes to the by-laws or operating (or limited liability company) agreement, including all amendments thereto, that were delivered to the Administrative Agent on or after the Closing Date), (BII) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Loan Party authorizing the execution, delivery and performance of the Credit Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (DIII) as to the incumbency and specimen signature of each officer executing any Credit Loan Document on behalf of such Credit Loan Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized a Responsible Officer executing the certificate pursuant to clause (iib) above;