Officer's Certificate; Resolutions Sample Clauses

Officer's Certificate; Resolutions. Each Borrower and Subsidiary Guarantor shall have delivered to the Administrative Agent an officer’s certificate certifying the names of the officers of such Borrower or Subsidiary Guarantor authorized to sign this Amendment and the other Credit Documents, if any, required to be executed in connection herewith, together with the true signatures of such officers and certified copies of the resolutions of the board of directors of each Borrower and Subsidiary Guarantor evidencing approval of the execution and delivery of this Amendment and the other Credit Documents, if any, being executed in connection herewith, and the increase in the Total Commitment.
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Officer's Certificate; Resolutions. ORGANIZATIONAL DOCUMENTS. Borrower shall have delivered to, an officer’s certificate certifying the names of the officers of Borrower authorized to sign the Loan Documents, together with the true signatures of such officers and certified copies of (a) the resolutions of the directors or managers of Borrower, evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which it is a party, (b) the articles of incorporation and all amendments thereto of Borrower having been certified, not more than ten (10) days prior to the date of this Agreement, by the Secretary of State of the jurisdiction under which Borrower shall have been formed, and (c) the by-laws or operating agreement of Borrower and all amendments thereto.
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Officer's Certificate; Resolutions. Borrower and each Guarantor of Payment shall have delivered to each Bank an officer's certificate certifying the names of the officers of Borrower or such Guarantor of Payment authorized to sign this Amendment and the other documents being executed or delivered in connection herewith, together with the true signatures of such officers and certified copies of the resolutions of the board of directors of Borrower and each Guarantor of Payment evidencing approval of the execution and delivery of this Amendment and such other documents.
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Officer's Certificate; Resolutions. The City shall have received all resolutions, certificates and documents relating to (a) the organization, existence, good standing and foreign qualification of the Company, and (b) the corporate authority for the execution, delivery and enforceability of this Lease and the Credit Agreement.
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Officer's Certificate; Resolutions. Organizational Documents. Borrower shall have delivered to each Bank an officer’s certificate certifying the names of the officers of Borrower authorized to sign the Loan Documents, together with the true signatures of such officers and certified copies of (a) the resolutions of the board of directors of Borrower evidencing authorization of the transactions contemplated by the Loan Documents, and (b) the Organizational Documents of Borrower.
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Officer's Certificate; Resolutions. A certificate substantially in the form of Exhibit J, signed by the Secretary or an Assistant Secretary of the Borrower, together with copies of resolutions of the Borrower's board of
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Officer's Certificate; Resolutions. On or before the date of this Agreement, Buyer shall have provided Citi with (i) evidence that the execution and delivery of this Agreement and related documents and the performance by each Buyer of its obligations under this Agreement and related documents have been duly authorized and (ii) an Officer’s Certificate certifying the incumbency and authorization of the officers of each Buyer executing such documents, in each case in form and substance reasonably satisfactory to Citi. 7.11
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Officer's Certificate; Resolutions. Each Borrower and Guarantor of Payment shall have delivered to Agent an officer's certificate certifying the names of the officers of such Borrower or Guarantor of Payment authorized to sign this Amendment and the other Loan Documents, if any, required to be executed in connection herewith, together with the true signatures of such officers and certified copies of the resolutions of the board of directors of each Borrower and Guarantor of Payment evidencing approval of the execution and delivery of this Amendment and the other Loan Documents, if any, being executed in connection herewith.
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Officer's Certificate; Resolutions. ORGANIZATIONAL DOCUMENTS. Borrower and each Guarantor of Payment (other than any Guarantor of Payment that is a Target Company) shall have delivered to each Bank an officer's certificate certifying the names of the officers of Borrower or such Guarantor of Payment authorized to sign the Loan Documents, together with the true signatures of such officers and certified copies of (a) the resolutions of the board of directors of Borrower and such Guarantor of Payment evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which Borrower or such Guarantor of Payment, as the case may be, is a party, and (b) the Articles (or Certificate) of Incorporation and Bylaws (or Regulations) and all amendments thereto of Borrower and such Guarantor of Payment.
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Related to Officer's Certificate; Resolutions

  • Officer’s Certificate of the Company The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the Closing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

  • Officer’s Certificate of the Borrower The Administrative Agent shall have received a certificate from a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Borrower contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects; that the Borrower is not in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; and that each of the closing conditions has been satisfied or waived (assuming satisfaction of the Administrative Agent where not advised otherwise).

  • Annual Officer’s Certificate On or before July 31st of each year, beginning with July 31, 2002, the Servicer, at its own expense, will deliver to Xxxxxx Capital and the Master Servicer a Servicing Officer's certificate stating, as to each signer thereof, that (i) a review of the activities of the Servicer during such preceding fiscal year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement for such year, or, if there has been a default in the fulfillment of all such obligations, specifying each such default known to such officer and the nature and status thereof including the steps being taken by the Servicer to remedy such default.

  • Officer’s Certificate as Evidence Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

  • Officer’s Certificates Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

  • Company Officers’ Certificate A certificate, dated such Date of Delivery, of the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.

  • Annual Servicer's Certificate The Servicer will deliver to the Rating Agencies, the Trustee, any Agent and any Enhancement Providers on or before March 31 of each calendar year, beginning with March 31, 1992, an Officers' Certificate substantially in the form of Exhibit C stating that (a) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement was made under the supervision of the officer signing such certificate and (b) to the best of such officer's knowledge, based on such review, the Servicer has performed in all material respects its obligations under this Agreement throughout such year, or, if there has been a material default in the performance of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office.

  • Financial Officer’s Certificate (i) Concurrently with any delivery of financial statements under Section 5.01(a) or (b), a Compliance Certificate (A) certifying that no Default has occurred and is continuing or, if such a Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (B) beginning with the fiscal quarter ending September 30, 2010, setting forth computations in reasonable detail satisfactory to the Administrative Agent and demonstrating compliance with the covenants contained in Section 6.09 and, concurrently with any delivery of financial statements under Section 5.01(a) above (beginning with the fiscal year ending December 31, 2011), setting forth Borrower’s calculation of Excess Cash Flow; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) above, beginning with the fiscal year ending December 31, 2010, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof;

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