Common use of Authorization Documents Clause in Contracts

Authorization Documents. For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 20 contracts

Samples: Credit Agreement (Landauer Inc), Credit Agreement (Huron Consulting Group Inc.), Credit Agreement (Huron Consulting Group Inc.)

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Authorization Documents. For each Loan Party, such Person’s (ai) charter (or similar formation document), certified by the appropriate governmental authority; Governmental Authority, (bii) good standing certificates in its state jurisdiction of incorporation (or formation) and in each other state jurisdiction reasonably requested by the Administrative Agent; , (ciii) bylaws (or similar governing document); , (div) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; , and (ev) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein)Documents, all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification, in form and substance reasonably satisfactory to Agent.

Appears in 18 contracts

Samples: Credit Agreement (Biolase, Inc), Credit Agreement (Biolase, Inc), Credit Agreement (Biolase, Inc)

Authorization Documents. For each Loan Party, such Person’s (ai) charter (or similar formation document), certified by the appropriate governmental authority; , (bii) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; , (ciii) bylaws (or similar governing document); , (div) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; , and (ev) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein)Documents, all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 6 contracts

Samples: Credit Agreement (Performance Health Holdings Corp.), Second Lien Credit Agreement (Performance Health Holdings Corp.), Second Lien Credit Agreement (Performance Health Holdings Corp.)

Authorization Documents. For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 6 contracts

Samples: Term Loan Credit Agreement (Qumu Corp), Credit Agreement (Primoris Services Corp), Credit Agreement (Cyalume Technologies Holdings, Inc.)

Authorization Documents. For each Loan Party, such Person’s 's (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s 's execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 4 contracts

Samples: Credit Agreement (Ennis, Inc.), Credit Agreement (Reinhold Industries Inc/De/), Credit Agreement (Akorn Inc)

Authorization Documents. For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authorityGovernmental Authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 3 contracts

Samples: Credit Agreement (A-Mark Precious Metals, Inc.), Credit Agreement (A-Mark Precious Metals, Inc.), Credit Agreement (A-Mark Precious Metals, Inc.)

Authorization Documents. For each Loan Party, such Person’s (ai) charter (or similar formation document), certified by the appropriate governmental authority; , (bii) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; Lender, (ciii) bylaws (or similar governing document); , (div) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; , and (ev) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein)Documents, all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 3 contracts

Samples: Credit Agreement (Atlas Industries Holdings LLC), Credit Agreement (Compass Diversified Trust), Credit Agreement (Atlas Industries Holdings LLC)

Authorization Documents. For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authorityGovernmental Authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 2 contracts

Samples: Credit Agreement (Landauer Inc), Credit Agreement (Multi Color Corp)

Authorization Documents. For each Loan Party, such Person’s 's (a) charter (or similar formation document), certified by the appropriate governmental authorityGovernmental Authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative AgentLender; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s 's execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 2 contracts

Samples: Loan and Security Agreement (Kingsway Financial Services Inc), Loan and Security Agreement (Camping World Holdings, Inc.)

Authorization Documents. For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authoritysecretary of each Loan Party; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 2 contracts

Samples: Credit Agreement (Titan International Inc), Credit Agreement (Titan International Inc)

Authorization Documents. For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender Lenders may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 2 contracts

Samples: Credit Agreement (Winmark Corp), Revolving Credit Agreement (Winmark Corp)

Authorization Documents. For the Company and each Loan PartyGuarantor, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 2 contracts

Samples: Credit Agreement (Standard Parking Corp), Credit Agreement (Standard Parking Corp)

Authorization Documents. For each Loan Party, such Person’s 's (a) charter (or similar formation document), certified by the appropriate governmental authoritysecretary of each Loan Party; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s 's execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Credit Agreement (Titan International Inc)

Authorization Documents. For each Loan Party, such Person’s (ai) charter (or similar formation document), certified by the appropriate governmental authority; Governmental Authority, (bii) good standing certificates in its state of incorporation organization (or formation) and in each other state requested by the Administrative Agent; Lender, (ciii) bylaws (or similar governing document); , (div) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; , and (ev) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein)Documents, all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Credit Agreement (5.11 Abr Corp.)

Authorization Documents. For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Term Loan Agreement (Tandem Health Care, Inc.)

Authorization Documents. For each Loan Party, such Person’s 's (ai) charter (or similar formation document), certified by the appropriate governmental authority; , (bii) good standing certificates in its state of incorporation (or formation) and in each other state requested by in which the Administrative Agent; failure to qualify to do business could reasonably be expected to have a Material Adverse Effect, (ciii) bylaws (or similar governing document); , (div) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s 's execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; , and (ev) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein)Documents, all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Credit Agreement (Dwyer Group Inc)

Authorization Documents. For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; , (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; , (c) bylaws (or similar governing document); , (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; , and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Credit Agreement (FreightCar America, Inc.)

Authorization Documents. For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state reasonably requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Credit Agreement (Westell Technologies Inc)

Authorization Documents. For the Company and each Loan PartyGuarantor, such Person’s 's (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Paying Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s 's execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Paying Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Credit Agreement (Standard Parking Corp)

Authorization Documents. For each Loan Party, such Person’s 's (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s 's execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Credit Agreement (Meadowbrook Insurance Group Inc)

Authorization Documents. For each Loan Related Party, such Person’s (a) its charter (or similar formation document), certified by the appropriate governmental authority; (b) a certificate as to good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) its bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) of such Person as being in full force and effect without modification.

Appears in 1 contract

Samples: Credit Agreement (Ptek Holdings Inc)

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Authorization Documents. For each Loan Party, such Person’s 's (ai) charter (or similar formation document), certified by the appropriate governmental authority; Governmental Authority, (bii) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; , (ciii) bylaws (or similar governing document); , (div) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s 's execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; , and (ev) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein)Documents, all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Credit Agreement (Focus Venture Partners, Inc)

Authorization Documents. For each Loan Party, such Person’s (ai) charter (or similar formation document), certified by the appropriate governmental authority; , (bii) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Second Lien Agent; , (ciii) bylaws (or similar governing document); , (div) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; , and (ev) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein)Documents, all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Second Lien Credit Agreement (AmWINS GROUP INC)

Authorization Documents. For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authorityGovernmental 93 Authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Credit Agreement (A-Mark Precious Metals, Inc.)

Authorization Documents. For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates or equivalent documentation in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Credit Agreement (Fresh Brands Inc)

Authorization Documents. For each Loan Transaction Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Credit Agreement (American Railcar Industries, Inc.)

Authorization Documents. For each Loan Party, such Person’s (ai) charter (or similar formation document), certified by the appropriate governmental authority; Governmental Authority, (bii) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; Lender, (ciii) bylaws (or similar governing document); , (div) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; , and (ev) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein)Documents, all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Credit Agreement (Fox Factory Holding Corp)

Authorization Documents. For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative AgentLender; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary officer of such Loan Party (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Loan and Security Agreement (Pernix Group, Inc.)

Authorization Documents. For each Secured Loan Party, such Person’s (ai) charter constating documents (or similar formation document), certified by the appropriate governmental authority; (bii) certificates of status or similar good standing certificates in its state jurisdiction of incorporation incorporation, amalgamation or continuance (or formation) and in each other state requested by the Administrative Agent; (ciii) bylaws (or similar governing document); , (div) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; , and (ev) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein)Documents, all certified by its secretary or an assistant secretary (or similar officer) a Responsible Officer as being in full force and effect without modification.

Appears in 1 contract

Samples: Credit Agreement

Authorization Documents. For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative AgentLender; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Loan and Security Agreement (Mattersight Corp)

Authorization Documents. For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative AgentLender; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: 364 Day Revolving Credit Agreement (Winmark Corp)

Authorization Documents. For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state reasonably requested by the Administrative AgentLender; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Credit Agreement (Westell Technologies Inc)

Authorization Documents. For each Loan Party, such Person’s 's ----------------------- (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s 's execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Credit Agreement (Kv Pharmaceutical Co /De/)

Authorization Documents. For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authorityGovernmental Authority; (b) good standing certificates (or equivalent) in its state of incorporation (or formation) and in each other state requested by the Administrative AgentLender; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

Appears in 1 contract

Samples: Loan and Security Agreement (Therapeutics Acquisition Corp.)

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