General Certificate. A certificate of a Responsible Officer of each Loan Party certifying as to the incumbency and genuineness of the signature of each officer of each Loan Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation of each Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (B) the bylaws or other governing document of each Loan Party as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors or other governing body of each Loan Party authorizing the borrowings contemplated hereunder and the execution, delivery and performance of the Loan Documents to which it is a party, and (D) certificates as of a recent date of the good standing of each Loan Party under the laws of its jurisdiction of organization and each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires qualification, except to the extent that failure to so qualify could not reasonably be expected to have a Material Adverse Effect;
General Certificate. The Administrative Agent shall have received a certificate of the secretary, assistant secretary or general counsel of each Credit Party (or such other Person as is reasonably acceptable to the Administrative Agent) certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles of incorporation or comparable organizational documents, if any, of such Credit Party and all amendments thereto, certified as of a recent date (1) in the case of Credit Parties (other than Foreign Subsidiary Borrowers), by the appropriate Governmental Authority in its jurisdiction of incorporation for such Credit Parties and (2) in the case of each Foreign Subsidiary Borrower, by such Foreign Subsidiary Borrower, (B) the bylaws or comparable organizational documents, if any, of such Credit Party as in effect on the date of such certifications, (C) resolutions duly adopted by the Board of Directors or comparable governing body of such Credit Party authorizing, as applicable, the borrowings contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 5.1.2(c), except in the case of the Foreign Subsidiary Borrowers.
General Certificate. The Bank shall have received a general certificate for the Borrower dated as of the Closing Date signed by a Responsible Officer of the Borrower in which the Responsible Officer and Borrower shall represent and warrant for the benefit of the Bank as of the Closing Date, that or to, among other things (i) the names of all officers and directors of the Borrower and the officers of the Borrower which are duly authorized and empowered, on behalf of the Borrower, to execute and deliver this Loan Agreement and all other Loan Documents to be executed and delivered by the Borrower; (ii) the Borrower is duly incorporated, that all necessary corporate action to authorize the Borrower’s execution and delivery of this Loan Agreement and all other Loan Documents to which the Borrower is a party or by which it is bound has been taken and remains in full force and effect and (iii) attaching thereto resolutions of the Borrower’s Board of Directors then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by the Borrower and the transactions contemplated hereby and thereby, all in such form as the Bank shall reasonably approve, and. The general certificate shall have attached to it a currently dated good standing certificate showing the Borrower to be a corporation in good standing in the State of New York, a franchise tax search showing that no taxes or reports are owed, a copy of the Borrower’s certificate of incorporation and by-laws and all amendments thereto. All documents and agreements required to be appended to the Borrower’s general certificate shall be in form and substance reasonably satisfactory to the Bank and the Bank may conclusively rely upon the afore noted certificate until it shall have received a further certificate of a Responsible Officer canceling or amending the prior certificate of the Borrower.
General Certificate. The Administrative Agent shall have received a certificate of the secretary, assistant secretary or general counsel of each Credit Party (or such other Person as is reasonably acceptable to the Administrative Agent, which may be a member of the board of directors or other comparable governing body for any Foreign Subsidiary Borrower) certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles of incorporation or comparable organizational documents, if any, of such Credit Party and all amendments thereto, certified as of a recent date (1) in the case of Credit Parties (other than Foreign Subsidiary Borrowers), by the appropriate Governmental Authority in its jurisdiction of incorporation for such Credit Parties and (2) in the case of each Foreign Subsidiary Borrower, by such Foreign Subsidiary Borrower, (B) the bylaws or comparable organizational documents, if any, of such Credit Party as in effect on the date of such certifications, including for any Foreign Subsidiary Borrower (i) incorporated in Luxembourg an excerpt and a negative certificate from the Luxembourg trade and companies’ register, each dated no earlier than the date of the certificate and (ii) incorporated in the Netherlands an excerpt from the Dutch trade register (Xxxxx van Koophandel) and, if applicable, evidence that works’ council advice has been obtained, (C) resolutions duly adopted by the Board of Directors or comparable governing body of such Credit Party authorizing, as applicable, the borrowings contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 5.1(b)(iii), except in the case of the Foreign Subsidiary Borrowers.
General Certificate. The Borrower shall have delivered to the Lender a general certificate as to the due organization and authority of the Borrower and the incumbency of its officers in form and substance satisfactory to the Lender.
General Certificate. Issuer shall have received a certificate of the secretary, assistant secretary or general counsel of Applicant (or such other Person as is reasonably acceptable to Issuer) certifying as to the incumbency and genuineness of the signature of each officer of Applicant executing this Agreement and certifying that attached thereto is a true, correct and complete copy of (A) the articles of incorporation or comparable organizational documents, if any, of Applicant and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in Applicant’s jurisdiction of incorporation, (B) the bylaws or comparable organizational documents, if any, of Applicant as in effect on the date of such certifications, (C) resolutions duly adopted by the Board of Directors or comparable governing body of Applicant authorizing, as applicable, the issuance contemplated hereunder and the execution, delivery and performance of this Agreement, and (D) each certificate required to be delivered pursuant to Section 13(a)(ii)(3).
General Certificate. Re: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between U.S. Bank Equipment Finance, a division of U.S. Bank National Association and Town of Los Gatos (“Lessee”). The undersigned, being the duly elected, qualified and acting official of Lessee holding the title stated in the signature line below, does hereby certify as of the date of this Certificate and the date of the Agreement (as defined below), as follows:
General Certificate. The Lender shall have received a certificate of the secretary, assistant secretary or general counsel of each Credit Party (or such other Person as is reasonably acceptable to the Lender) certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles of incorporation or comparable organizational documents, if any, of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, (B) the bylaws or comparable organizational documents, if any, of such Credit Party as in effect on the date of such certifications, (C) resolutions duly adopted by the Board of Directors or comparable governing body of such Credit Party authorizing, as applicable, the borrowings contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 5.1.2(c).
General Certificate. A certificate of Responsible Officers of each Loan Party certifying as to the incumbency and genuineness of the signature of each officer of each Loan Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation of each Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (B) the bylaws or other governing document of each Loan Party as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors or other governing body of each Loan Party authorizing the borrowings contemplated hereunder and the execution, delivery and performance of the Loan Documents to which it is a party, and (D) certificates as of a recent date of the good standing of each Loan Party under the laws of its jurisdiction of organization and, to the extent requested by the Administrative Agent, each other jurisdiction where each Loan Party is qualified to do business;
General Certificate. The Bank shall have received a general certificate for the Borrower dated as of the Execution Date signed by a Responsible Officer of the Borrower in which the Responsible Officer and Borrower shall represent and warrant for the benefit of the Bank as of the date hereof, that or to, among other things (i) the names of all officers and directors of the Borrower and the officers of the Borrower which are duly authorized and empowered, on behalf of the Borrower, to execute and deliver this Loan Agreement and all other Loan Documents to be executed and delivered by the Borrower; (ii) the Borrower is duly incorporated, that all necessary corporate action to authorize the Borrower’s execution and delivery of this Loan Agreement and all other Loan Documents to which the Borrower is a party or by which it is bound has been taken and remains in full force and effect and (iii) attaching thereto resolutions of the Borrower’s Board of Directors then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by the Borrower and the transactions contemplated hereby and thereby, all in such form as the Bank shall reasonably approve.
