Organization Documents, Resolutions Clause Samples
Organization Documents, Resolutions. Receipt by the Agents and the Initial Lenders of the following, in form and substance reasonably satisfactory to the Required Lenders and their legal counsel:
(i) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization and certified by an officer of such Loan Party to be true and correct as of the Closing Date;
(ii) such copies of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Initial Lenders may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and
(iii) such documents and certifications as the Initial Lenders may reasonably require to evidence that each Loan Party (A) is duly organized or formed, and (B) is validly existing, in good standing and qualified to engage in business in its state of organization or formation and each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business otherwise requires such qualification or license, except, in each such case referred to in this clause (B), to the extent failure to be so qualified in any such jurisdiction could not reasonably be expected to have a Material Adverse Effect.
Organization Documents, Resolutions. Certified copies of the Organization Documents of the Borrower and resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement or the other Credit Documents.
Organization Documents, Resolutions. Copies of the charter, certificate or articles of incorporation or organization of each New Borrower, certified by the Secretary of State or other appropriate official of the jurisdiction of such New Borrower’s state of organization, and copies of all other Organization Documents and all amendments thereto, and certified copies of resolutions of each New Borrower’s managing member or board of directors, duly authorizing and empowering such New Borrower to enter into, execute, deliver and perform this Agreement and each of the other Credit Documents to which it is a party;
Organization Documents, Resolutions. Certified copies of the ---------------------------------- Organization Documents of the Borrower (or a statement that such Organization Documents have not been amended since February 25, 2000) and resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement or the other Credit Documents.
Organization Documents, Resolutions. Receipt by the Agents and the Lenders of the following, in form and substance reasonably satisfactory to the Required Lenders and their legal counsel:
(i) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization and certified by an officer of such Loan Party to be true and correct as of the Closing Date;
(ii) such copies of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Lenders may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and
(iii) such documents and certifications as the Lenders may reasonably require to evidence that each Loan Party (A) is duly organized or formed, and (B) is validly existing, in good standing and qualified to engage in business in its state of organization or formation and each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business otherwise requires such qualification or license, except, in each such case referred to in this clause (B), to the extent failure to be so qualified in any such jurisdiction could not reasonably be expected to have a Material Adverse Effect.
Organization Documents, Resolutions. Copies of the certificate or articles of incorporation or organization, certified by the Secretary of State or other appropriate officials of New Borrower's state of incorporation, and copies of the by-laws or similar agreement or instrument governing the operation of New Borrower, and all amendments thereto, and certified copies of resolutions of New
Organization Documents, Resolutions. Copies of the certificate or articles of incorporation or organization, certified by the Secretary of State or other appropriate officials of New Loan Party's state of incorporation, and copies of the by-laws or similar agreement or instrument governing the operation of New Loan Party, and all amendments thereto, and certified copies of resolutions of New Loan Party's board of directors, duly authorizing and empowering New Loan Party to enter into, execute, deliver and perform this Agreement and each of the other Loan Documents to which it is a party;
Organization Documents, Resolutions. Certified copies of the Organization Documents of the Parent and Max Bermuda and resolutions of the boards of directors of the Parent and Max Bermuda authorizing the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement or the other Credit Documents.
Organization Documents, Resolutions. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance satisfactory to the Administrative Agent:
(i) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the date hereof (the “First Amendment Effective Date”);
(ii) such certificates of resolutions and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement; and
(iii) such documents and certifications as the Administrative Agent may require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.
Organization Documents, Resolutions. Certified copies of the Organization Documents of the Parent and Max Re and resolutions of the boards of directors of the Parent and Max Re authorizing the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement or the other Credit Documents.