CERTIFICATES OF INCUMBENCY AND RESOLUTIONS Sample Clauses

CERTIFICATES OF INCUMBENCY AND RESOLUTIONS. On or before the Closing Date, Lender shall have received certificates of incumbency and resolutions of each Borrower Party and its constituents as requested by Lender, approving and authorizing the Loan and the execution, delivery and performance of the Loan Documents, certified as of the Closing Date by the Borrower Party Secretary as being in full force and effect without modification or amendment.
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CERTIFICATES OF INCUMBENCY AND RESOLUTIONS. On or before the Closing Date, Lender shall have received certificates of incumbency and resolutions of each Borrower Party and its constituents as requested by Lender, approving and authorizing the Loans and the execution, delivery and performance of the Loan Documents to which the respective Borrower Parties are a party, certified as of the Closing Date by the Borrower Party Secretary as being in full force and effect without modification or amendment.
Sample 1
CERTIFICATES OF INCUMBENCY AND RESOLUTIONS. On or prior to the Closing Date, Equity Investor and Surety shall have received certificates of incumbency and resolutions of Owner, Lessee and Guarantor and its respective constituents as requested by Equity Investor and Surety, approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is a party (and in the case of Guarantor, the Excluded Collateral Agreement), certified as of the Closing Date by an appropriate officer as being in full force and effect without modification or amendment.
Sample 1
CERTIFICATES OF INCUMBENCY AND RESOLUTIONS. On or before the Closing Date, the Administrative Agent shall have received certificates of incumbency and resolutions of each Obligor, and Holding Company and each of their respective constituents as requested by the Administrative Agent, approving and authorizing the Loan and the execution, delivery and performance of the Loan Documents, certified as of the Closing Date by the Obligor Secretary as being in full force and effect without modification or amendment.
Sample 1
CERTIFICATES OF INCUMBENCY AND RESOLUTIONS. On or before the Amendment Date, the Servicer shall have received certificates of incumbency and resolutions of each Borrower Party and its constituents as requested by the Servicer, approving and authorizing the Amendment Date Transactions and the execution, delivery and performance of the Loan Documents being entered into on the Amendment Date, certified as of the Amendment Date by the Borrower Party Secretary as being in full force and effect without modification or amendment.
Sample 1
CERTIFICATES OF INCUMBENCY AND RESOLUTIONS. On or before the Closing Date, the Collateral Agent and the Holders shall have received certificates of incumbency and resolutions of each Obligor, and Holding Company and each of their respective constituents as requested by the Holders, approving and authorizing the issuance of the Promissory Certificates and the execution, delivery and performance of the Finance Documents, certified as of the Closing Date by the Obligor Secretary as being in full force and effect without modification or amendment.
Sample 1

Related to CERTIFICATES OF INCUMBENCY AND RESOLUTIONS

  • Certificate of Incumbency a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party to be true, complete and up to date;

  • Resolutions; Incumbency (i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and

  • Bylaws and Resolutions For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

  • Certificates of Incorporation Xoom shall cause the certificate of ----------------------------- incorporation of Xenon 2 to be amended and restated immediately prior to the Effective Time to change the name of Xenon 2 to "NBC Internet, Inc." and so as to otherwise read in its entirety as set forth in Exhibit 3.5, with such changes ----------- therein as NBC and Xenon 2 may agree upon prior to the Effective Time, and such amended and restated certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

  • Incumbency and Signature Certificates A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

  • Resolutions Copies of resolutions of the Board of Directors of each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party to be true and correct and in force and effect as of the Closing Date.

  • Incumbency An incumbency certificate of each Credit Party certified by a secretary or assistant secretary to be true and correct as of the Closing Date.

  • Secretary’s Certificates The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

  • Secretary’s Certificate of the Company The Company shall have delivered to such Purchaser a certificate, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

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