Proof of Authorizing Action Clause Samples

Proof of Authorizing Action. Agent shall have received, in form and substance satisfactory to Agent, each Co-Agent and Institutional Agent: (i) certified copies of the (A) certificate of incorporation, certificate of limited partnership, by-laws, partnership agreement or other equivalent organizational documents of each Obligor, as requested by Agent, and (B) resolutions of the Management Committee of Borrower and board of directors (or other equivalent body) of each Obligor authorizing the execution, delivery and performance of each Loan Instrument and each Project Document to which such Person is or is intended to be a party and of all documents evidencing other necessary action with respect thereto; 72 (ii) certificates signed by an Authorized Officer of each such Person certifying the name, incumbency and signature of each individual authorized to sign the Loan Instruments and the Project Documents to which such Person is a party and the other documents or certificates to be delivered pursuant hereto or thereto, which may be conclusively relied upon until a revised certificate is similarly so delivered; and (iii) good standing certificates, certificates of authority to transact business as a foreign corporation and franchise tax certificates with respect to each such Person.
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Proof of Authorizing Action. Agent shall have received, in form and substance satisfactory to Agent: (i) certified copies of the (A) certificate of incorporation, certificate of limited partnership, by-laws, partnership agreement or other equivalent organizational documents of Borrower and each Partner, and (B) resolutions of the management committee of Borrower and board of directors (or other equivalent body) of each Partner authorizing the execution, delivery and performance of each Loan Instrument executed on the date hereof to which Borrower or such Partner, as applicable, is a party and of all documents evidencing other necessary action with respect thereto; (ii) certificates signed by an Authorized Officer of Borrower and each Partner certifying the name, incumbency and signature of each individual authorized to sign the Loan Instruments to which Borrower or such Partner, as applicable, is a party and the other documents or certificates to be delivered pursuant hereto or thereto, which may be conclusively relied upon until a revised certificate is similarly so delivered; and (iii) good standing certificates and certificates of authority to transact business as a foreign organization with respect to each such Person.
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Proof of Authorizing Action. (i) Certified copies of the resolutions of the Board of Directors of each Loan Party establishing the authority of such Loan Party to execute, deliver and perform each Financing Document, and all other documents evidencing other necessary action with respect thereto, to which such Loan Party is a party; (ii) A certificate by an Authorized Officer of each Loan Party certifying the name, incumbency and signature of each individual authorized to sign, on behalf of such Loan Party, each Financing Document to which such Loan Party is a party and the other documents or certificates to be delivered pursuant hereto or thereto, on which the Agent may conclusively rely until a revised certificate is similarly so delivered; (iii) Certified copies of the Articles of Incorporation and By-Laws of each Loan Party, together with all amendments thereto; and (iv) Good standing certificates with respect to each Loan Party issued no earlier than ten (10) days prior to the Closing Date.
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Related to Proof of Authorizing Action

  • Proof of Authority Buyer shall provide such proof of authority and authorization to enter into this Agreement and the transactions contemplated hereby, and such proof of the power and authority of the individual(s) executing or delivering any documents or certificates on behalf of Buyer as may be reasonably required by Title Company.

  • Proof of Authorization 5.3.1 Each Party shall be responsible for obtaining and maintaining Proof of Authorization (POA) as required by applicable federal and state law, as amended from time to time. 5.3.2 The Parties shall make POAs available to each other upon request in the event of an allegation of an unauthorized change in accordance with all Applicable Laws and rules and shall be subject to any penalties contained therein.

  • Modification or Revocation of Authority of Advisor The Board may, at any time upon the giving of notice to the Advisor, modify or revoke the authority or approvals set forth in Article 3 and this Article 4 hereof; provided, however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Company prior to the date of receipt by the Advisor of such notification.

  • Termination of Authority Immediately upon the Executive terminating or being terminated from his employment with the Company for any reason, notwithstanding anything else appearing in this Agreement or otherwise, the Executive will stop serving the functions of his terminated or expired position(s) and shall be without any of the authority or responsibility for such position(s).

  • Reservation of Authority Nothing in this subpart shall limit the authority of the Secretary to take action to enforce conditions or violations of law, including actions necessary to prevent evasions of this subpart.