Common use of Secretary’s Certificate, Etc Clause in Contracts

Secretary’s Certificate, Etc. The Agent and each Lender shall have received from the Borrower and each Guarantor, (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member or general partner, or other Authorized Officer, as applicable, as to: (a) resolutions of each such Person’s board of directors (or other managing body, in the case of a Person other than a corporation) and any other corporate resolutions required by applicable Law or pursuant to such Person’s Organic Documents, each of which shall be then in full force and effect, authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates the Agent and each Lender may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person. SECTION 5.3

Secretary’s Certificate, Etc. The Administrative Agent and each Lender shall have received from the Borrower and each Guarantor, Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Tranche 3 Borrowing Date, for each such Person (other than the Israeli Guarantor) and (ii) a certificate, dated as of the Closing Tranche 3 Borrowing Date, duly executed and delivered by a Responsible Officer of such Person’s Secretary or Assistant Secretary, managing member or general partner, or other Authorized Officer, as applicable, Person as to: (ax) resolutions of each such Person’s board of directors (or other managing body, in the case of a Person other than a corporation) and any other corporate resolutions required by applicable Law or pursuant to such Person’s Organic Documents, each of which shall be Board then in full force and effect, effect authorizing the execution, delivery Borrowing on the Tranche 3 Borrowing Date and performance of each Loan Document any other Transactions to be executed consummated by such Person and in connection with the transactions contemplated hereby and thereby; (b) Borrowing of the incumbency and signatures of those of its officers, managers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such PersonTranche 3 Loans; and (cy) the full force and validity of each Organic Document of such Person and (A) copies thereofthereof or (B) a statement that copies thereof have not been amended or otherwise modified since the Effective Date; which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which certificates the Administrative Agent and each Lender the Lenders may conclusively rely until it they shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, a Responsible Officer of any such Person canceling cancelling or amending the prior certificate of such Person. SECTION 5.3The resolutions of the Board of the Israeli Guarantor referred to the above in this clause (a) shall certify, pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organic Documents of the Israeli Guarantor, have been duly obtained for, amongst other things, the Transactions contemplated to occur in connection with the Borrowing of the Tranche 3 Loans.

Secretary’s Certificate, Etc. The Administrative Agent and each Lender shall have received from the Borrower and each Guarantor, Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Tranche 3 Borrowing Date, for each such Person (other than the Parent Guarantor) and (ii) a certificate, dated as of the Closing Tranche 3 Borrowing Date, duly executed and delivered by a Responsible Officer of such Person’s Secretary or Assistant Secretary, managing member or general partner, or other Authorized Officer, as applicable, Person as to: (ax) resolutions of each such Person’s board of directors (or other managing body, in the case of a Person other than a corporation) and any other corporate resolutions required by applicable Law or pursuant to such Person’s Organic Documents, each of which shall be Board then in full force and effect, effect authorizing the execution, delivery Borrowing on the Tranche 3 Borrowing Date and performance of each Loan Document any other Transactions to be executed consummated by such Person and in connection with the transactions contemplated hereby and thereby; (b) Borrowing of the incumbency and signatures of those of its officers, managers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such PersonTranche 3 Loans; and (cy) the full force and validity of each Organic Document of such Person and (A) copies thereofthereof or (B) a statement that copies thereof have not been amended or otherwise modified since the Closing Date; which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which certificates the Administrative Agent and each Lender the Lenders may conclusively rely until it they shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, a Responsible Officer of any such Person canceling cancelling or amending the prior certificate of such Person. SECTION 5.3The resolutions of the Board of the Parent Guarantor referred to the above in this clause (a) shall certify, pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organic Documents of the Parent Guarantor, have been duly obtained for, amongst other things, the Transactions.

Secretary’s Certificate, Etc. The Administrative Agent and each Lender shall have received from the Borrower and each Guarantor, Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Tranche 2 Borrowing Date, for each such Person (other than the Parent Guarantor) and (ii) a certificate, dated as of the Closing Tranche 2 Borrowing Date, duly executed and delivered by a Responsible Officer of such Person’s Secretary or Assistant Secretary, managing member or general partner, or other Authorized Officer, as applicable, Person as to: (ax) resolutions of each such Person’s board of directors (or other managing body, in the case of a Person other than a corporation) and any other corporate resolutions required by applicable Law or pursuant to such Person’s Organic Documents, each of which shall be Board then in full force and effect, effect authorizing the execution, delivery Borrowing on the Tranche 2 Borrowing Date and performance of each Loan Document any other Transactions to be executed consummated by such Person and in connection with the transactions contemplated hereby and thereby; (b) Borrowing of the incumbency and signatures of those of its officers, managers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such PersonTranche 2 Loans; and (cy) the full force and validity of each Organic Document of such Person and (A) copies thereofthereof or (B) a statement that copies thereof have not been amended or otherwise modified since the Closing Date; which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which certificates the Administrative Agent and each Lender the Lenders may conclusively rely until it they shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, a Responsible Officer of any such Person canceling cancelling or amending the prior certificate of such Person. SECTION 5.3The resolutions of the Board of the Parent Guarantor referred to the above in this clause (a) shall certify, pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organic Documents of the Parent Guarantor, have been duly obtained for, amongst other things, the Transactions.

Secretary’s Certificate, Etc. The Administrative Agent and each Lender shall have received from the Borrower and each Guarantor, Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person (other than the Parent Guarantor) and (ii) a certificate, dated as of the Closing Date, duly executed and delivered by a Responsible Officer of such Person’s Secretary or Assistant Secretary, managing member or general partner, or other Authorized Officer, as applicable, as to: (ax) resolutions of each such Person’s board of directors (or other managing body, in the case of a Person other than a corporation) and any other corporate resolutions required by applicable Law or pursuant to such Person’s Organic Documents, each of which shall be Board then in full force and effect, effect authorizing the execution, delivery and performance of each Loan Document Document, the Transactions to be executed and delivered by such Person and any documents and notices to be signed and/or dispatched by such Person under or in connection with any of the transactions contemplated hereby and therebyLoan Documents or in connection with the Transactions; (by) the incumbency and signatures of those of its officers, managers, managing member or general partner, as applicable, partner or equivalent authorized to act with respect to each Loan Document to be executed and delivered by such Person; and (cz) the full force and validity of each Organic Document of such Person and copies thereof; which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which certificates the Administrative Agent and each Lender the Lenders may conclusively rely until it they shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, a Responsible Officer of any such Person canceling cancelling or amending the prior certificate of such Person. SECTION 5.3The resolutions of the Board of the Parent Guarantor referred to the above in this clause (a) shall certify, pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organic Documents of the Parent Guarantor, have been duly obtained for, amongst other things, the Transactions.

Secretary’s Certificate, Etc. The Administrative Agent and each Lender shall have received from the Borrower and each Guarantor, Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Effective Date, for each such Person (other than the Israeli Guarantor) and (ii) a certificate, dated as of the Closing Effective Date, duly executed and delivered by a Responsible Officer of such Person’s Secretary or Assistant Secretary, managing member or general partner, or other Authorized Officer, as applicable, as to: (ax) resolutions of each such Person’s board of directors (or other managing body, in the case of a Person other than a corporation) and any other corporate resolutions required by applicable Law or pursuant to such Person’s Organic Documents, each of which shall be Board then in full force and effect, effect authorizing the execution, delivery and performance of each Loan Document to be executed and delivered by such Person and the transactions contemplated hereby Transactions to be entered by such Person and therebyany documents and notices to be signed and/or dispatched by such Person under or in connection with any of the Loan Documents or in connection with the Transactions; (by) the incumbency and signatures of those of its officers, managers, managing member or general partner, as applicable, partner or equivalent authorized to act with respect to each Loan Document to be executed and delivered by such Person; and (cz) the full force and validity of each Organic Document of such Person and copies thereof; which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which certificates the Administrative Agent and each Lender the Lenders may conclusively rely until it they shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, a Responsible Officer of any such Person canceling cancelling or amending the prior certificate of such Person. SECTION 5.3The resolutions of the Board of the Israeli Guarantor referred to the above in this clause (b) shall certify, pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organic Documents of the Israeli Guarantor, have been duly obtained for, amongst other things, the Transactions.