Common use of Incumbency Certificates Clause in Contracts

Incumbency Certificates. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, executing any Loan Document, which certificate shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 5.1(g), shall be satisfactory in form and substance to the Administrative Agent, and shall be executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

Incumbency Certificates. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, Party executing any Loan Document, which certificate shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 5.1(g), shall be reasonably satisfactory in form and substance to the Administrative Agent, and shall be executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

Incumbency Certificates. The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary (or analogous officer) of each Borrower and each Loan Party, Party dated the Closing Effective Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, executing any Loan Document, which certificate shall be included in the certificate delivered in respect of Borrower and such Loan Party pursuant executing each of this Agreement, the Notes and each other Loan Document to Section 5.1(g), shall be satisfactory in form which such Borrower and substance to the Administrative Agentsuch Loan Party is a party, and shall any certificate or other documents to be executed delivered by a Responsible Officer and it pursuant thereto, together with evidence of the incumbency of such Secretary or any Assistant Secretary of such Loan Partyas the case may be.

Incumbency Certificates. The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary (or analogous officer) of the Company and each Loan Party, Party dated the Closing Effective Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, executing any Loan Document, which certificate shall be included in the certificate delivered in respect of Company and such Loan Party pursuant executing each of this Agreement, the Notes and each other Loan Document to Section 5.1(g), shall be satisfactory in form which the Company and substance to the Administrative Agentsuch Loan Party is a party, and shall any certificate or other documents to be executed delivered by a Responsible Officer and it pursuant thereto, together with evidence of the incumbency of such Secretary or any Assistant Secretary of such Loan Partyas the case may be.

Incumbency Certificates. The Administrative Agent shall have received a certificate such incumbency certificates and/or other certificates of Responsible Officers of each Loan PartyParty as the Administrative Agent may reasonably require evidencing the identity, dated the Closing Date, as to the incumbency authority and signature capacity of the officers of such Loan Party, as applicable, executing any Loan Document, which certificate shall be included in the certificate delivered in respect each Responsible Officer of such Loan Party pursuant authorized to Section 5.1(g), shall be satisfactory in form and substance to the Administrative Agent, and shall be executed by act as a Responsible Officer in connection with this Amendment and the Secretary or any Assistant Secretary of other Loan Documents to which such Loan Party.Party is a party;

Incumbency Certificates. The Administrative Agent shall have received a certificate of the Borrower and each Loan Party, dated the Closing Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, executing any Loan Document, which certificate shall be included in the certificate delivered in respect of the Borrower or such Loan Party pursuant to Section 5.1(g7.1(f), shall be satisfactory in form and substance reasonably satisfactory to the Administrative Agent, Agent and shall be executed by a Responsible Officer and the Secretary secretary or any Assistant Secretary assistant secretary of the Borrower or such Loan Party.

Incumbency Certificates. The Administrative Agent shall have received a certificate of the Borrower and each Loan Party, dated the Closing Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, executing any Loan Document, which certificate shall be included in the certificate delivered in respect of the Borrower or such Loan Party pursuant to Section 5.1(g7.1(e), shall be satisfactory in form and substance reasonably satisfactory to the Administrative Agent, Agent and shall be executed by a Responsible Officer and the Secretary secretary or any Assistant Secretary assistant secretary of the Borrower or such Loan Party.

Incumbency Certificates. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, Party executing any Loan Document, which certificate shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 5.1(g), shall be reasonably satisfactory in form and substance to the Administrative Agent, and shall be executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

Incumbency Certificates. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Amended and Restated Effective Date, as to the incumbency and signature of the officers of such Loan Party or, if applicable, of the general partner or managing member or members of such Loan Party, as applicable, executing any Loan Document, which certificate shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 5.1(g), shall be satisfactory in form and substance to the Administrative Agent, and shall be executed by a Responsible Officer and duly authorized officer of such Loan Party, or, if applicable, of the Secretary general partner or any Assistant Secretary managing member or members of such Loan Party, on behalf of such Loan Party.

Incumbency Certificates. The Administrative Agent shall have received received, with a counterpart for each Lender, in form and substance reasonably satisfactory to the Administrative Agent, a certificate of each Loan Party, dated the Closing Effective Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, Party executing any Loan Document, which certificate shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 5.1(g), shall be satisfactory in form and substance to the Administrative Agent, and shall be executed by a Responsible Officer the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Party.

Incumbency Certificates. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan PartyParty (other than any Subsidiary of the Borrower which is not a Significant Subsidiary), which certificate shall be substantially in the form of Exhibit E and otherwise in form and substance reasonably satisfactory to the Administrative Agent, dated the Acquisition Closing Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, Party executing any Loan Document, which certificate shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 5.1(g), shall be satisfactory in form and substance to the Administrative Agent, and shall be executed by a Responsible Officer the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Party.

Incumbency Certificates. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, as to the incumbency and signature of the Responsible Officers or other officers of such Loan Party, as applicable, Party executing any Loan Document, which certificate shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 5.1(g), 5.1(e) and shall be satisfactory in form and substance to the Administrative Agent, and shall be executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

Incumbency Certificates. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, executing any Loan Document, which certificate shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 5.1(gSection5.1(g), shall be satisfactory in form and substance to the Administrative Agent, and shall be executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

Incumbency Certificates. The Administrative Agent shall have received a certificate of Holding and each Loan Party, dated the Closing Date, as to the incumbency and signature of the officers of Holding or such Loan Party, as applicable, executing any Loan Document, which certificate shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 5.1(g), shall be reasonably satisfactory in form and substance to the Administrative Agent, and shall be executed by a Responsible Officer and the Secretary or any Assistant Secretary of Holding or such Loan Party, as applicable.

Incumbency Certificates. The Administrative Agent Agents shall have received a certificate of the Secretary or an Assistant Secretary (or analogous officer) of each Borrower and each Loan Party, Party dated the Closing Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, executing any Loan Document, which certificate shall be included in the certificate delivered in respect of Borrower and such Loan Party pursuant executing each of this Agreement, the Notes and each other Loan Document to Section 5.1(g), shall be satisfactory in form which such Borrower and substance to the Administrative Agentsuch Loan Party is a party, and shall any certificate or other documents to be executed delivered by a Responsible Officer and it pursuant thereto, together with evidence of the incumbency of such Secretary or any Assistant Secretary of such Loan Party.as the case may be. 102

Incumbency Certificates. The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary (or analogous officer) of the Company and each Loan Party, Party dated the Closing Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, executing any Loan Document, which certificate shall be included in the certificate delivered in respect of Company and such Loan Party pursuant executing each of this Agreement, the Notes and each other Loan Document to Section 5.1(g), shall be satisfactory in form which the Company and substance to the Administrative Agentsuch Loan Party is a party, and shall any certificate or other documents to be executed delivered by a Responsible Officer and it pursuant thereto, together with evidence of the incumbency of such Secretary or any Assistant Secretary of such Loan Partyas the case may be.

Incumbency Certificates. The Administrative Agent shall have received a certificate of each Loan Partythe Borrower, dated the Closing Date, as to the incumbency and signature of the officers of such Loan Party, as applicablethe Borrower, executing any Loan DocumentDocument to which it is a party, which certificate shall be included in the certificate delivered in respect of such Loan Party the Borrower pursuant to Section 5.1(g6.1(b), shall be reasonably satisfactory in form and substance to the Administrative Agent, and shall be executed by a Responsible Officer the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Partythe Borrower.

Incumbency Certificates. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, Party executing any Loan DocumentDocument or any other certificate or other document to be delivered pursuant hereto or thereto, which certificate shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 5.1(g), shall be satisfactory in form and substance to the Administrative Agent, and shall be executed by a Responsible Officer the President and the Secretary or any Assistant Secretary of such Loan Party.

Incumbency Certificates. The Administrative Agent shall have received ----------------------- received, with a counterpart for each Lender, in form and substance satisfactory to the Administrative Agent, a certificate of each Loan Party, dated the Closing Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, Party executing any Loan Document, which certificate shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 5.1(g), shall be satisfactory in form and substance to the Administrative Agent, and shall be executed by a Responsible Officer the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Party.

Incumbency Certificates. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, executing any Loan Document, which certificate shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 5.1(g), shall be satisfactory in form and substance to the Administrative Agent, and shall be executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.. 7272

Incumbency Certificates. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan PartyParty existing as of the Closing Date, dated the Closing Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, Party executing any Loan Document, which certificate shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 5.1(g), shall be Document satisfactory in form and substance to the Administrative Agent, and shall be executed by a Responsible Officer the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Party.

Incumbency Certificates. The Administrative Agent Agents shall have received a certificate of the Secretary or an Assistant Secretary (or analogous officer) of each Borrower and each Loan Party, Party dated the Closing Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, executing any Loan Document, which certificate shall be included in the certificate delivered in respect of Borrower and such Loan Party pursuant executing each of this Agreement, the Notes and each other Loan Document to Section 5.1(g), shall be satisfactory in form which such Borrower and substance to the Administrative Agentsuch Loan Party is a party, and shall any certificate or other documents to be executed delivered by a Responsible Officer and it pursuant thereto, together with evidence of the incumbency of such Secretary or any Assistant Secretary of such Loan Partyas the case may be.

Incumbency Certificates. The Administrative Agent shall have received a certificate of Holdings and each Loan Party, dated the Closing Date, as to the incumbency and signature of the officers of Holdings and such Loan Party, as applicable, executing any Loan Document, which certificate shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 5.1(g), shall be reasonably satisfactory in form and substance to the Administrative Agent, and shall be in each case, executed by a Responsible Officer and the Secretary or any Assistant Secretary of Holdings and such Loan Party, as applicable.

Incumbency Certificates. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, as to the incumbency and signature of the Responsible Officers or other officers of such Loan Party, as applicable, Party executing any Loan Document, which certificate shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 5.1(g), 5.1(e) and shall be reasonably satisfactory in form and substance to the Administrative Agent, and shall be executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

Incumbency Certificates. The Administrative Agent shall have received a certificate of Holdings and each Loan Party, dated the Closing Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, executing any Loan Document, which certificate shall be included in the certificate delivered in respect of Holdings or such Loan Party pursuant to Section 5.1(g7.1(g), shall be satisfactory in form and substance reasonably satisfactory to the Administrative Agent, Agent and shall be executed by a Responsible Officer and the Secretary or any Assistant Secretary of Holdings or such Loan Party.

Incumbency Certificates. The Administrative Agent shall have received a certificate of each Loan PartyParty and Sponsor, dated the Closing Date, as to the incumbency and signature of the officers of such Loan PartyParty or Sponsor, as applicable, executing any Loan Document, which certificate shall be included in the certificate delivered in respect of such Loan Party or Sponsor, as applicable, pursuant to Section 5.1(g5.1(h), shall be satisfactory in form and substance to the Administrative Agent, and shall be executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan PartyParty or Sponsor.