Common use of Organizational Documents; Incumbency Clause in Contracts

Organizational Documents; Incumbency. Administrative Agent shall have received (i) copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing, among other things, the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business (other than, in the case of jurisdictions other than such Credit Party’s jurisdiction of incorporation, organization or formation, where the failure to be in good standing or so qualified could not be reasonably expected to have a Material Adverse Effect), each dated a recent date prior to the Closing Date.

Organizational Documents; Incumbency. The Administrative Agent shall have received (i1) copies of each Organizational Document executed and delivered by of each Credit Loan Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii2) signature and incumbency certificates of the officers of such Person each Loan Party executing the Credit Loan Documents to which it is a party; (iii3) resolutions of the Board board of Directors directors or similar governing body of each Credit Loan Party approving and authorizing, among other things, authorizing the execution, delivery and performance of this Agreement and the other Credit Loan Documents and the Senior Notes Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv4) a good standing certificate from the applicable Governmental Authority of each Credit Loan Party’s jurisdiction of incorporation, organization or formation (except for good standing certificates of FRI, Inc. and FRI II, Inc. which shall be delivered pursuant to Schedule 6.16) and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business (other than, in the case of jurisdictions other than such Credit Party’s jurisdiction of incorporation, organization or formation, where the failure to be in good standing or so qualified could not be reasonably expected to have a Material Adverse Effect)business, each dated a recent date prior to the Closing DateDate but solely to the extent failure to be so qualified would have a Material Adverse Effect; and (5) such other documents as the Administrative Agent may reasonably request.

Organizational Documents; Incumbency. Administrative Agent shall have received a Secretary's Certificate for each Loan Party attaching (i) copies of each Organizational Document executed and delivered by each Credit Party, as applicable, of such Loan Party and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Loan Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit such Loan Party approving and authorizing, among other things, authorizing the execution, delivery and performance of this Agreement and the other Credit Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary (or other duly authorized officer) as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority (A) of each Credit such Loan Party’s 's jurisdiction of incorporation, organization or formation and (B) in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business (other than, solely in the case of this subclause (B), except in jurisdictions other than such Credit Party’s jurisdiction of incorporation, organization or formation, where the failure to be so qualified or in good standing or so qualified could has not had, and would not be reasonably expected to have have, a Material Adverse Effect), each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

Organizational Documents; Incumbency. Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Domestic Credit PartyParty and Fedders Canada, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Domestic Credit Party and Fedders Canada approving and authorizing, among other things, authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate or equivalent from the applicable Governmental Authority of each Credit Party’s the respective jurisdiction of incorporation, organization or formation of each Domestic Credit Party and Fedders Canada, and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business (other than, in to the case of jurisdictions other than such Credit Party’s jurisdiction of incorporation, organization or formation, where extent that the failure to be in maintain good standing or so qualified in such jurisdiction could not reasonably be reasonably expected to have a Material Adverse Effect), each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

Organizational Documents; Incumbency. Administrative Agent Purchasers shall have received in respect of each Note Party (i) copies of each Organizational Document executed and delivered as Purchasers shall request, in each case certified by each Credit Party, as applicable, an Authorized Officer of such Note Party and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior theretothereto by the appropriate Governmental Authority; (ii) signature and incumbency certificates of the officers of such Person Note Party executing the Credit any Note Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Note Party approving and authorizing, among other things, authorizing the execution, delivery and performance of this Agreement and the other Credit Documents Note Documents, in each case, to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary appropriate Authorized Officer as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of each Credit such Note Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business (other than, in to the case of jurisdictions other than such Credit Party’s jurisdiction of incorporation, organization or formation, where extent the failure to be in good standing or so qualified could not reasonably be reasonably expected to have result in a Material Adverse Effect), each dated a recent date prior to the Closing Date; and (v) such other documents as Purchasers may reasonably request.

Organizational Documents; Incumbency. Administrative Agent shall have received (i) copies a copy of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing, among other things, authorizing the execution, delivery and performance of this Agreement and the other Credit Documents and the Related Agreements to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business (other than, in the case of jurisdictions other than such Credit Party’s jurisdiction of incorporation, organization or formation, where the failure to be in good standing or so qualified could not reasonably be reasonably expected to have a Material Adverse Effect), each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

Organizational Documents; Incumbency. Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing, among other things, authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business (other than, in the case of jurisdictions other than such Credit Party’s jurisdiction of incorporation, organization or formation, where the failure to be in good standing or so qualified could not be reasonably expected to have a Material Adverse Effect), each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

Organizational Documents; Incumbency. Administrative Agent The Lenders shall have received (i) copies of each Organizational Document executed and delivered by of each Credit Party, as applicable, Loan Party and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Second Amendment Effective Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such each Person executing the Credit Documents to which it is a partyany Loan Documents; (iii) resolutions of the Board of Directors or similar governing body of each Credit Loan Party approving and authorizing, among other things, authorizing the execution, delivery and performance of this Agreement Second Amendment Effective Date and the other Credit Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Second Amendment Effective Date, certified as of the Closing Second Amendment Effective Date by its such Loan Party’s secretary or an assistant secretary or other authorized officer as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority governmental authority (x) of each Credit Loan Party’s jurisdiction of incorporation, organization or formation and (y) in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business (other than, in the case of jurisdictions other than such Credit Party’s jurisdiction of incorporation, organization or formation, where the failure to be in good standing or so qualified could not be reasonably expected to have a Material Adverse Effect)business, each dated a recent date prior to the Closing Second Amendment Effective Date, except, in the case of subclause (y) where failure to so qualify would not reasonably be expected to result in a Material Adverse Effect.

Organizational Documents; Incumbency. Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) written resolutions of by the Board of Directors or similar governing body of reflecting each Credit Party approving Party’s approval and authorizing, among other things, authorization to the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business (other than, in the case of jurisdictions other than such Credit Party’s jurisdiction of incorporation, organization or formation, where with respect to which the failure to be in good standing or so qualified could not would reasonably be reasonably expected to have result in a Material Adverse Effect), each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

Organizational Documents; Incumbency. Administrative Agent The Lenders shall have received (i) copies of each Organizational Document executed and delivered by of each Credit Party, as applicable, Loan Party and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing First Amendment Effective Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such each Person executing the Credit Documents to which it is a partyany Loan Documents; (iii) resolutions of the Board of Directors or similar governing body of each Credit Loan Party approving and authorizing, among other things, authorizing the execution, delivery and performance of this Agreement First Amendment Effective Date and the other Credit Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing First Amendment Effective Date, certified as of the Closing First Amendment Effective Date by its such Loan Party’s secretary or an assistant secretary or other authorized officer as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority governmental authority (x) of each Credit Loan Party’s jurisdiction of incorporation, organization or formation and (y) in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business (other than, in the case of jurisdictions other than such Credit Party’s jurisdiction of incorporation, organization or formation, where the failure to be in good standing or so qualified could not be reasonably expected to have a Material Adverse Effect)business, each dated a recent date prior to the Closing First Amendment Effective Date, except, in the case of subclause (y) where failure to so qualify would not reasonably be expected to result in a Material Adverse Effect.