FURTHER RESOLVED. That the President or any Vice President of this Corporation be and each hereby is severally authorized and directed for and on behalf, and as the act and deed of this Corporation to execute and deliver to Landlord the Lease and any addenda, amendments and supplements thereto, and to take such other action in the consummation of the transaction herein contemplated as the officer acting shall deem to be necessary or desirable, without the necessity of attestation by the secretary or any other officer of this Corporation and with or without the seal of this Corporation; any and all acts heretofore taken by the President or any Vice President of this Corporation to such end are hereby expressly ratified and confirmed as the acts and deeds of this Corporation. INITIALED FOR IDENTIFICATION BY LANDLORD_____________AND TENANT ILLEGIBLE ---------
FURTHER RESOLVED. That the Revolving Credit Note, the Tranche A Note and the Tanche B Note, each as defined in the Loan Agreement be, and each of them hereby is, approved as adopted; and that the Officers be, and each of them acting singly hereby is, authorized in the name and on behalf of the Partnerships to execute and deliver the Revolving Credit Note, the Tranche A Note and the Tranche B Note and to execute and deliver any and all other documents and instruments contemplated therein, with such changes as the Officer or Officers executing the same may, in his or their discretion deem appropriate, the execution and delivery thereof to be conclusive evidence of such determination and the due authorization of the General Partner.
FURTHER RESOLVED. That the Companies, in connection with the Loan Agreement, grant to the Lender a security interest in its assets pursuant to the Loan Agreement and in connection therewith to enter into such other agreements as may be requested by the Lender; and that the Officers be, an each of them acting singly hereby is, authorized to execute from time to time agreements, any documents and amendments as are deemed necessary or appropriate by Lender to collateralize the borrowings under the Loan Agreement and maintain a prior and perfected interest in the Collateral, as defined in the Loan Agreement, in favor of the Lender.
FURTHER RESOLVED that the Officers of the Corporation be, and hereby are, authorized and directed in the Corporation's name and on its behalf to do and perform all things and acts, and to execute and deliver or file all instruments, certificates and documents, that such Officers shall determine to be necessary, appropriate or desirable to carry out the foregoing resolutions, any such determination to be conclusively evidenced by the doing or performing of any such act or thing or the execution and delivery of any such instruments, certificate or document.
FURTHER RESOLVED. That this Consent be, and hereby is, irrevocable.
FURTHER RESOLVED. That the Term Note, as defined in the Loan Agreement be, and it hereby is, approved and adopted; and that the Officers be, and each of them acting singly hereby is, authorized in the name and on behalf of the Company to execute and deliver the Term Note, and to execute and deliver any and all other documents contemplated therein, with such changes as the Officer or Officers executing the same may, in his or their discretion deem appropriate, the execution and delivery thereof to be conclusive evidence of such determination and the due authorization of the Board of Directors of the Company.
FURTHER RESOLVED the proposed Guaranty is approved and all officers of the Corporation are authorized to execute and deliver such documents and take such actions as are necessary to effectuate the Guaranty to General Electric Capital Corporation and to pledge the installment obligations and other collateral to General Electric Capital Corporation; FURTHER RESOLVED, all actions previously or subsequently taken by officers of the Corporation in connection with this transaction, exclusive of future amendments, are ratified and confirmed, and approved as authorized actions on behalf of and binding on the Corporation. I FURTHER CERTIFY that the following persons have been appointed or elected and are now acting as officers of the Corporation in the capacity set before their respective signatures: NAME TITLE SIGNATURE ------------------------- ------------ ------------ ------------------------- ------------ ------------ ------------------------- ------------ ------------ ------------------------- ------------ ------------
FURTHER RESOLVED. The Corporation will notify the Bank prior to any (i) change in the Corporation’s name; (ii) change in the Corporation’s assumed business name(s); (iii) change in the management of the Corporation; (iv) change in the authorized signers; (v) change in the Corporation’s chief executive office address; (vi) change in the jurisdiction under which the Corporation’s business organization is formed or organized; (vii) conversion of the Corporation to a new or different type of business entity; or (viii) change in any other aspect of the Corporation that directly or indirectly relates to any agreements between the Corporation and the Bank. No change in the Corporation’s name will take effect until after the Bank has been notified. I Certify that I am the duly elected and qualified Secretary, Assistant Secretary or President of the Corporation and the keeper of the records and the corporate seal of the Corporation, and that the above is a true and correct copy of resolutions duly adopted at a meeting of the Board of Directors of the Corporation held in accordance with its by-laws, or by a legally effective instrument of action in lieu of a meeting, and that they are in full force and effect. This resolution now stands of record on the books of the Corporation, and has not been modified or revoked in any manner whatsoever. I Further Certify that the individuals whose signatures appear above have been duly elected and are presently the incumbents of the offices set next to their respective signatures, and that the signatures are the genuine original signatures of each respectively. I Further Certify that all statements and representations made in this resolution are true and correct. /s/ Lxxxx Xxxxxx (Signature) Lxxxx Xxxxxx (Printed Name) Secretary (Title) 6/28/05 (Date Signed) Complete this section only if the person certifying this resolution by signature and with the title stated above is the only officer of the Corporation authorized to act on its behalf. In such case, complete this section by the signature of a different officer or director of the Corporation. The undersigned as an officer or director of the Corporation hereby acknowledges the authority of the person certifying this resolution by the signature and title stated above to act alone for and on behalf of the Corporation as described in this resolution. (Signature) (Printed Name) (Title) (Date Signed) Complete this section only if the Corporation is organized with only one Officer-Director. As permit...
FURTHER RESOLVED. That the officers of this corporation are directed to enter into a security agreement with the Tripod Group, LLC and Xxx Xxxxxxxxx and to deposit 2 million of the Company's outstanding shares of Common Stock into collateral as security for the proceeds due under the note as well as to facilitate conversions.
FURTHER RESOLVED. That upon effectiveness of the Restated Articles, the President of the Corporation is hereby authorized and directed to take such steps necessary to effectuate the Split, including arrangements for the exchange of certificates by the shareholders in the Corporation.
