Common use of Organizational Documents; Incumbency Clause in Contracts

Organizational Documents; Incumbency. Administrative Agent shall have received (i) a copy of each Organizational Document of each Credit Party and each other Restricted Subsidiary, 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 each Credit Party 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 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 (unless such modification or amendment is otherwise disclosed); and (iv) a good standing certificate or similar certificate from the applicable Governmental Authority of the jurisdiction of incorporation, organization or formation of each Credit Party (or, as applicable, any other jurisdiction in which a Credit Party carries on business) and each other Restricted Subsidiary, each dated a recent date prior to the Closing Date.

Organizational Documents; Incumbency. The Administrative Agent shall have received received, in respect of the Borrower and each Designated Subsidiary (including the Acquired Company and each of its Subsidiaries that is a Designated Subsidiary), a certificate of such Person (or, in the case of a partnership, its general partner), dated the Closing Date and executed by the secretary or an assistant secretary or manager of such Person, attaching (i) a copy of each Organizational Document of each Credit Party and each other Restricted Subsidiarysuch Person, as applicable, and, to the extent applicable, which shall be certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; thereto by the appropriate Governmental Authority, (ii) signature and incumbency certificates of the officers officers/manager or general partner of such Person executing each Credit Party executing the Credit Documents to which it is a party; Document, (iii) resolutions of the board Board of directors Managers, Board of Directors or similar governing body of each Credit Party such Person approving and 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 Dateparty, certified as of the Closing Date by its such secretary or an assistant secretary or manager as being in full force and effect without modification or amendment (unless such modification or amendment is otherwise disclosed); amendment, and (iv) a good standing certificate or similar certificate from the applicable Governmental Authority of the such Person’s jurisdiction of incorporationorganization, organization dated the Closing Date or formation of each Credit Party (or, as applicable, any other jurisdiction in which a Credit Party carries on business) and each other Restricted Subsidiary, each dated a recent date prior to the Closing Datethereto.

Organizational Documents; Incumbency. Administrative Agent shall have received (i) a copy sufficient copies of each Organizational Document of executed and delivered by each Credit Party and each other Restricted SubsidiaryParty, 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 each Credit Party such Person executing the Credit Documents to which it is a party; (iii) resolutions of the board Board of directors Directors or similar governing body of each Credit Party approving and 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 (unless such modification or amendment is otherwise disclosed)amendment; and (iv) a good standing certificate (or similar certificate the equivalent thereof) from the applicable Governmental Authority of the each Credit Party’s jurisdiction of incorporation, organization or formation of and in each Credit Party (or, as applicable, any other jurisdiction in which it is qualified as a Credit Party carries on foreign corporation or other entity to do business) and each other Restricted Subsidiary, 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 Lead Arranger shall have received (i) a copy sufficient copies of each Organizational Document of executed and delivered by each Credit Party and each other Restricted SubsidiaryParty, 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 or directors of each Credit Party such Person executing the Credit Documents to which it is a party; (iii) resolutions of the board Board of directors Directors or similar governing body of each Credit Party approving and 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 49 of the Closing Date by a director, its secretary or an assistant secretary as being in full force and effect without modification or amendment (unless such modification or amendment is otherwise disclosed)amendment; and (iv) a good standing certificate or similar certificate from the applicable Governmental Authority of the each Credit Party’s jurisdiction of incorporation, organization or formation of and in each Credit Party (or, as applicable, any other jurisdiction in which it is qualified as a Credit Party carries on foreign corporation or other entity to do business) and each other Restricted Subsidiary, each dated a recent date prior to the Closing Date.

Organizational Documents; Incumbency. Administrative Agent and Syndication Agent shall have received received, in respect of the Borrower or each Credit Party, as applicable, (i) a copy copies of each Organizational Document (or certification that there has been no amendment, supplement or other modification to each Organizational Document of each Credit Party delivered to the Administrative Agent and each other Restricted Subsidiarythe Syndication Agent on the Closing Date) of such Credit Party, as and to the extent 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 this Agreement and each Credit Party executing the Credit Documents other document related hereto to which it is a party; (iii) resolutions of the board Board of directors Directors or similar governing body of each Credit Party the Borrower approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents documents related hereto to which it is a party or by which it or its assets may be bound as of the Closing Dateparty, certified as of the Closing Date date of the Proposed Borrowing by its secretary or an assistant secretary as being in full force and effect without modification or amendment (unless such modification or amendment is otherwise disclosed)amendment; and (iv) a good standing certificate or similar certificate from the applicable Governmental Authority of the Borrower’s jurisdiction of incorporation, organization or formation of each Credit Party (or, as applicable, any other jurisdiction in which a Credit Party carries on business) and each other Restricted Subsidiary, each dated a recent date prior to the Closing Datedate of the Proposed Borrowing.

Organizational Documents; Incumbency. Administrative Agent shall have received (i) a copy of each Organizational Document of each Credit Party and each other Restricted Operating Company Subsidiary, 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 each Credit Party 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 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 (unless such modification or amendment is otherwise disclosed); and (iv) a good standing certificate or similar certificate from the applicable Governmental Authority of the jurisdiction of incorporation, organization or formation of each Credit Party (or, as applicable, any other jurisdiction in which a Credit Party carries on business) and each other Restricted Operating Company Subsidiary, each dated a recent date prior to the Closing Date.

Organizational Documents; Incumbency. General Administrative Agent shall have received (i) a copy sufficient copies of each Organizational Document of executed and delivered by each Credit Party and each other Restricted SubsidiaryParty, 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 EXECUTION date prior thereto; (ii) signature and incumbency certificates of the officers of each Credit Party such Person executing the Credit Documents to which it is a party; (iii) resolutions of the board Board of directors Directors or similar governing body of each Credit Party approving and 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 (unless such modification or amendment is otherwise disclosed)amendment; and (iv) a good standing certificate (or similar certificate analogous document in the case of Foreign Subsidiaries) from the applicable Governmental Authority of the each Credit Party's jurisdiction of incorporation, organization or formation of and in each Credit Party (or, as applicable, any other jurisdiction in which it is qualified as a Credit Party carries on foreign corporation or other entity to do business) and each other Restricted Subsidiary, each dated a recent date prior to the Closing Date; and (v) such other documents as General Administrative Agent may reasonably request.