Corporate Documents and Proceedings Clause Samples

Corporate Documents and Proceedings. The Administrative Agent shall have received (i) a certificate of Borrower, dated the Closing Date, substantially in the form attached hereto as Exhibit A, with appropriate insertions and attachments, including the certificate of incorporation of Borrower, and (ii) a long form good standing certificate for Borrower from its jurisdiction of organization.

Corporate Documents and Proceedings. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form attached hereto as Exhibit A, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization (provided that to the extent any Loan Party that is not a Significant Subsidiary is not in good standing, such failure could not reasonably be expected to have a Material Adverse Effect and such good standing certificate shall be delivered in accordance with Section 5.10).

Corporate Documents and Proceedings. The Lender shall have received from the Borrower a certificate of the Secretary or an Assistant Secretary or a duly authorized officer of such Borrower dated the Closing Date, substantially in the form of Exhibit C, certifying (A) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of such entity, authorizing the Loans hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Note to be executed by it, the other Loan Documents and any other documents required or contemplated hereunder or thereunder, the granting of the security interests contemplated hereby, the filing of the Cases and any other matters as requested by the Lender and (B) as to the incumbency and specimen signature of each officer of such entity executing this Agreement, the Note to be executed by it and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of such entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (c)).

Corporate Documents and Proceedings. The Administrative Agent shall have received on or before the Closing Date a certificate of the Secretary or an Assistant Secretary of the Account Party, dated the Closing Date, in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Participating Bank, certifying: (i) the names and true signatures of the officers of the Account Party authorized to sign each Loan Document to which it is a party and the other documents to be delivered by the Account Party hereunder; (ii) that attached thereto are true, correct and complete copies of (A) the Certificate of Incorporation and By-laws of the Account Party, in each case together with all amendments thereto, as in effect on such date; (B) the resolutions of the Board of Directors of the Account Party approving each Loan Document to which it is a party and the other documents to be delivered by or on behalf of the Account Party hereunder and thereunder; and (C) all documents evidencing other necessary corporate or other similar action, if any, with respect to the execution, delivery and performance by the Account Party of each Loan Document to which it is a party; (iii) that the resolutions referred to in the foregoing clause (ii)(B) have not been modified, revoked or rescinded and are in full force and effect on such date; and (iv) that attached thereto are true and correct copies of good standing certificates of the Account Party from the Secretary of State (or other appropriate governmental official) of the State of Delaware and the Commonwealth of Virginia.

Corporate Documents and Proceedings. The Administrative Agent shall have received for each Loan Party a certificate of the Secretary or an Assistant Secretary or a duly authorized officer of each Loan Party dated the date of the initial Extension of Credit hereunder, substantially in the form of Exhibit C, certifying (A) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of such entity, authorizing the transactions contemplated hereby and (B) as to the incumbency and specimen signature of each officer of such entity executing this Agreement, the Notes to be executed by it and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of such entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (b)).

Corporate Documents and Proceedings. 7. Certificate of the President and the Chief Financial Officer of the Issuer of even date herewith, with respect to (a) Representations and Warranties made by the Issuer in Article VII of the Amendment. (b) Incumbency and specimen signatures of the signing officers of the Issuer. (c) Resolutions adopted by the Board of Director of the Issuer. 8. Certificate of the President and the Chief Financial Officer of the User of even date herewith, with respect to (a) Representations and Warranties made by the User in Article VII of the Amendment. (b) Incumbency and specimen signatures of the signing officers of the User. (c) Resolutions adopted by the Board of Director of the User. [OPINION OF ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C.] November 9, 1994 Metropolitan Life Insurance Company Metropolitan Insurance and Annuity Company Metropolitan Property and Casualty Insurance Company ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Texas Commerce Bank National Association, as Indenture Trustee ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor Houston, Texas 77002 Ladies and Gentlemen: This opinion is being delivered to you at the request of Cap Rock Electric Cooperative, Inc. (the "USER") and OTP, Inc. (the "ISSUER"), pursuant to Section 6.1(a)(iii) of the Second Amendment to Transaction Documents of even date herewith (the "Amendment") by and among Southwestern Public Service Company (the "SUPPLIER"), the User, the Issuer, Metropolitan Life Insurance Company, Metropolitan Insurance and Annuity Company and Metropolitan Property and Casualty Insurance Company (collectively, the "PURCHASER") and Texas Commerce Bank National Association, as the Indenture Trustee (the "INDENTURE TRUSTEE"). Terms which are defined in the Amendment and which are used but not defined herein shall have the meanings given them in the Amendment. This opinion is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "ACCORD") of the ABA Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations all as more particularly described in the Accord, and this Opinion Letter should be read in conjunction therewith. The law covered by the opinion expressed herein is limited to the Public Utility Regulatory Act ("PURA"), Tex. Rev. Civ. Stat. ▇▇▇. art. 1446c. I have acted as special regulatory counsel for the User and the Issuer in connection with PURA issues within the State of Tex...

Corporate Documents and Proceedings. The Agent shall have received for each of the Borrower and the Guarantors: (i) a copy of the certificate of incorporation of the Borrower and each Guarantor, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity set forth in clause (i) above and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of each entity set forth in clause (i) above dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, substantially in the form of Exhibit D, certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Notes to be executed by it, the Loan Documents and any other documents required or contemplated hereunder or thereunder, the granting of the security interests contemplated hereby, the filing of the Cases and any other matters as requested by the Agent, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement, the Notes to be executed by it and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Corporate Documents and Proceedings. Certificate of the President and the Secretary/Treasurer of the Supplier of even date herewith, with respect to

Corporate Documents and Proceedings. The Borrower shall have delivered to the Administrative Agent for the benefit of the Lenders: (a) copies, certified as true, correct and complete by the Secretary or Assistant Secretary of the Borrower and each Guarantor, of resolutions regarding the transactions contemplated by this Agreement, duly adopted by the Board of Directors (or equivalent body) of the Borrower and each Guarantor and satisfactory in form and substance to the Administrative Agent; (b) an incumbency and signature certificate for the Borrower and each Guarantor satisfactory in form and substance to the Administrative Agent; (c) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Administrative Agent may reasonably request; and (d) a Borrowing Base Report showing the calculation of the Borrowing Base as of the Friday immediately preceding the Closing Date.