Common use of Corporate Proceedings of Loan Parties Clause in Contracts

Corporate Proceedings of Loan Parties. The Administrative Agent shall have received multiple copies, as requested by the Administrative Agent, of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Boards of Directors of the Borrower and the Guarantors, authorizing the execution, delivery and performance of this First Amendment and any other Loan Documents to which they are respectively a party, executed in connection with this First Amendment, each such copy being attached to original certificates of the Secretary or an Assistant Secretary of the Borrower and each Guarantor, dated as of the Effective Date, certifying (i) that the resolutions attached thereto are true, correct and complete copies of resolutions duly adopted by written consent or at a meeting of the Board of Directors of the Borrower or such Guarantor, as applicable, (ii) that such resolutions constitute all resolutions adopted with respect to the transactions contemplated hereby, (iii) that such resolutions have not been amended, modified, revoked or rescinded as of the Effective Date, (iv) that the articles of incorporation and bylaws of the Borrower or such Guarantor have not been amended or otherwise modified since the effective date of the Credit Agreement, except pursuant to any amendments attached thereto, and (v) as to the incumbency and signature of the officers of the Borrower or such Guarantor, as applicable, executing this First Amendment and any other Loan Document executed pursuant hereto.

Appears in 1 contract

Samples: Credit Agreement (Pentacon Inc)

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Corporate Proceedings of Loan Parties. The Administrative Agent shall have received multiple copies, as requested by the Administrative Agent, of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Boards of Directors of the Borrower and the Guarantors, authorizing the execution, delivery and performance of this First Third Amendment and any other Loan Documents to which they are respectively a party, executed in connection with this First Third Amendment, each such copy being attached to original certificates of the Secretary or an Assistant Secretary of the Borrower and each Guarantor, dated as of the Effective Date, certifying (i) that the resolutions attached thereto are true, correct and complete copies of resolutions duly adopted by written consent or at a meeting of the Board of Directors of the Borrower or such Guarantor, as applicable, (ii) that such resolutions constitute all resolutions adopted with respect to the transactions contemplated hereby, (iii) that such resolutions have not been amended, modified, revoked or rescinded as of the Effective Date, (iv) that the articles of incorporation and bylaws of the Borrower or such Guarantor have not been amended or otherwise modified since the effective date of the Credit Agreement, except pursuant to any amendments attached thereto, and (v) as to the incumbency and signature of the officers of the Borrower or such Guarantor, as applicable, executing this First Third Amendment and any other Loan Document executed pursuant hereto.

Appears in 1 contract

Samples: Credit Agreement (Pentacon Industrial Group Inc)

Corporate Proceedings of Loan Parties. The Administrative Agent shall have received multiple copies, as requested by the Administrative Agent, of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Boards of Directors of the Borrower and the Guarantors, authorizing the execution, delivery and performance of this First Fourth Amendment and any other Loan Documents to which they are respectively a party, executed in connection with this First Fourth Amendment, each such copy being attached to original certificates of the Secretary or an Assistant Secretary of the Borrower and each Guarantor, dated as of the Effective Date, certifying (i) that the resolutions attached thereto are true, correct and complete copies of resolutions duly adopted by written consent or at a meeting of the Board of Directors of the Borrower or such Guarantor, as applicable, (ii) that such resolutions constitute all resolutions adopted with respect to the transactions contemplated hereby, (iii) that such resolutions have not been amended, modified, revoked or rescinded as of the Effective Date, (iv) that the articles of incorporation and bylaws of the Borrower or such Guarantor have not been amended or otherwise modified since the effective date of the Credit Agreement, except pursuant to any amendments attached thereto, and (v) as to the incumbency and signature of the officers of the Borrower or such Guarantor, as applicable, executing this First Fourth Amendment and any other Loan Document executed pursuant hereto.

Appears in 1 contract

Samples: Credit Agreement (Pentacon Industrial Group Inc)

Corporate Proceedings of Loan Parties. The Administrative Agent shall have received multiple copies, as requested by the Administrative Agent, of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Boards Board of Directors of the Borrower and the GuarantorsBorrower, authorizing the execution, delivery and performance of this First Fifth Amendment and any the other Loan Documents to which they are respectively a party, executed in connection with this First Amendmentand the transactions contemplated hereby and thereby, each such copy being attached to an original certificates certificate of the Secretary or an Assistant Secretary of the Borrower and each GuarantorBorrower, dated as of the Fifth Amendment Effective Date, certifying (ia) that the resolutions attached thereto are true, correct and complete copies of resolutions duly adopted by written consent or at a meeting of the Board of Directors of the Borrower or such Guarantor, as applicableBorrower, (iib) that such resolutions constitute all resolutions adopted with respect to the transactions contemplated hereby, (iiic) that such resolutions have not been amended, modified, revoked or rescinded as of the Fifth Amendment Effective Date, (ivd) that the articles of incorporation and bylaws attached thereto are the true, correct and complete copies of the Borrower or such Guarantor articles and bylaws and that such articles and bylaws have not been amended amended, supplemented or otherwise modified since the effective date of the Credit Agreement, except pursuant to any amendments attached thereto, and (ve) as to the incumbency and specimen signature of the officers of the Borrower or such Guarantorexecuting any Loan Documents (including, as applicablewithout limitation, executing this First Amendment and any other Loan Document executed pursuant heretoFifth Amendment).

Appears in 1 contract

Samples: Credit Agreement (Atp Oil & Gas Corp)

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Corporate Proceedings of Loan Parties. The Administrative Agent shall have received multiple copies, as requested by the Administrative Agent, of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Boards of Directors of the Borrower CDC of California, Castle West, and the GuarantorsDental World, authorizing the execution, delivery and performance of this First Amendment and any other Loan Documents to which they are respectively a party, executed in connection with this First Second Amendment, each such copy being attached to an original certificates certificate of the Secretary or an Assistant Secretary of the Borrower CDC of California, Castle West, and each GuarantorDental World, as applicable, dated as of the Effective Date, certifying (i) that the resolutions attached thereto are true, correct and complete copies of resolutions duly adopted by written consent consents or at a meeting meetings of the Board Boards of Directors of the Borrower or such Guarantor, as applicableDirectors, (ii) that such resolutions constitute all resolutions adopted with respect to the transactions contemplated hereby, (iii) that such resolutions have not been amended, modified, revoked or rescinded as of the Effective Date, (iv) that attached thereto are the respective articles of incorporation and bylaws of the Borrower or CDC of California, Castle West, and Dental World, as applicable, and that such Guarantor articles of incorporation and bylaws have not been amended or otherwise modified since the effective date of the Credit Agreement, except pursuant to any amendments attached thereto, and (v) as to the incumbency and signature of the officers of the Borrower or such GuarantorCDC of California, Castle West, and Dental World, as applicable, executing this First Amendment and any other Loan Document executed pursuant heretoSecond Amendment.

Appears in 1 contract

Samples: Credit Agreement (Castle Dental Centers Inc)

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