Secretary Certificates. The Company and Pubco shall each have delivered to Purchaser a certificate from its secretary or other executive officer certifying as to the validity and effectiveness of, and attaching, (A) copies of its Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of its board of directors and shareholders authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which it is a party or bound, and the consummation of the Transactions, and (C) the incumbency of its officers authorized to execute this Agreement or any Ancillary Document to which it is or is required to be a party or otherwise bound.
Secretary Certificates. Each Additional Lender (if any) shall have received a certificate of the Secretary (or comparable Authorized Officer) of each of the Borrower, the Pledgor and each Sponsor, in each case, dated the Incremental Facility Closing Date attaching the Charter Documents of each such Person and substantially similar to those provided pursuant to Section 3.1(c) on the Closing Date.
Secretary Certificates. The Underwriters having received certificates dated the Closing Date signed by the Corporate Secretary of Xxxxxx or another officer acceptable to the Underwriters, acting reasonably, in form and content satisfactory to the Underwriters, acting reasonably, with respect to:
Secretary Certificates. MICT shall have delivered to Intermediate a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of MICT’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of MICT’s board of directors authorizing and approving the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated hereby and thereby, and (C) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which MICT or Merger Sub is or is required to be a party or otherwise bound. Merger Sub shall have delivered to Intermediate a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of Merger Sub’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of Merger Sub’s board of directors and shareholders authorizing and approving the execution, delivery and performance of this Agreement, the Plan of Merger, the Articles of Merger and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated hereby and thereby, and (C) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which Merger Sub is or is required to be a party or otherwise bound.
Secretary Certificates. The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving, as applicable, the transactions contemplated by this Agreement and the issuance of the Shares, certifying the current versions of its Certificate of Incorporation and Bylaws or other organizational documents and certifying as to the signatures and authority of persons signing this Agreement and related documents on its behalf.
Secretary Certificates. (a) The Merger Sub shall have delivered to the Company a certificate of its Secretary dated the Closing Date as to (i) its Certificate of Incorporation and Bylaws, as in effect on and as of the Closing Date, (ii) the resolutions of its Board of Directors and stockholder authorizing and approving its execution, delivery and performance of this Agreement and all Transactions, and (iii) the incumbency of the officers of the Merger Sub executing this Agreement or any other agreement or instrument delivered in connection herewith and (b) the Buyer shall have delivered to the Company a certificate of its Secretary or Assistant Secretary dated the Closing Date as to (i) the resolutions of its Board of Directors authorizing and approving the execution, delivery and performance by the Buyer of this Agreement and all Transactions, and (ii) the incumbency of the officers of the Buyer executing this Agreement or any other agreement or instrument delivered in connection herewith. SECTION 10 INDEMNIFICATION 10.1
Secretary Certificates. The Administrative Agent shall have received a certificate of the Borrower, dated the Seventh Amendment Effective Date and reasonably acceptable to the Administrative Agent, the Revolver Agent and the Seventh Amendment Lead Arrangers, in each case with appropriate insertions, executed by the President, Vice President or Chief Financial Officer and the Secretary or any Assistant Secretary of the Borrower, and attaching (i) a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors (or similar governing body) of the Borrower (or a duly authorized committee thereof), authorizing (x) the execution and delivery of this Amendment and any agreements relating thereto to which it is a party and (y) the performance of the Transactions, this Amendment and the Credit Agreement, including any extensions of credit contemplated hereunder, (ii) a true and complete copy of the certificate of formation and limited liability company agreement of the Borrower, (iii) an incumbency certificate of the officers of the Borrower executing this Amendment and (iv) a good standing certificate certified as of a recent date from the applicable Governmental Authority of the Borrower’s jurisdiction of organization.
Secretary Certificates. Such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible LEGAL_US_E # 147593786.29 Officers of each Loan Party as the Administrative Agent may reasonably 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 or is to be a party on the Closing Date;
Secretary Certificates. 69 SECTION 10 INDEMNIFICATION ....................................................................................... 69 10.1 Survival................................................................................................................ 69 10.2 Obligation of the Stockholders to Indemnify....................................................... 69 10.3 Obligation of the Buyer to Indemnify.................................................................. 71 10.4 Notice and Opportunity to Defend....................................................................... 71 10.5 Limitations on Indemnification; Other Remedies................................................ 72 -iv-
Secretary Certificates. Secretary certificates from the secretary of the Borrower and the Guarantor, attaching the authorizations required by Paragraph 7.1, the organizational documents required by Paragraph 7.2, signatures and incumbency information regarding officers and such other information as the Bank may reasonably request.
