Authorizing Documents Clause Samples
The Authorizing Documents clause defines which documents or instruments grant authority to a party, typically an entity, to enter into and perform obligations under an agreement. This clause often requires the party to provide copies of resolutions, certificates, or other official records demonstrating that the individuals signing the contract have been properly authorized by the organization. By specifying and requiring these documents, the clause ensures that all parties have the legal capacity and internal approval necessary to bind their respective organizations, thereby reducing the risk of unauthorized commitments and potential disputes over authority.
Authorizing Documents. Each Borrower shall have delivered to the Lender a certificate executed by an officer of such Borrower, dated the Closing Date, setting forth the company action taken by board of directors or members, as applicable, in connection with the Loan and the authorization of the execution, delivery and performance of the Loan Documents by such Borrower, certifying to copies of such Borrower's organizational documents as in effect on the Closing Date, and containing such other certifications as the Lender or its counsel shall deem appropriate.
Authorizing Documents. LLC and the Members (and ▇▇▇▇▇, if the ▇▇▇▇▇ Merger occurs) shall deliver copies, certified or otherwise identified to UbiquiTel Parent's reasonable satisfaction, of company documents that UbiquiTel Parent shall reasonably request, including resolutions of LLC and resolutions of the Members (and ▇▇▇▇▇, if the ▇▇▇▇▇ Merger occurs) authorizing this Agreement, the Related Agreements (as defined in Section 2.4 (RELATED AGREEMENTS) hereof) and the transactions and other acts contemplated herein and therein.
Authorizing Documents. Upon the reasonable request of the Administrative Agent, at any time after the Effective Date and upon any Person becoming a Lender, each Lender shall deliver to the Administrative Agent any authorizations, powers of attorney or other documents that are deemed reasonably necessary by the Administrative Agent with respect to the entry into any Foreign Pledge Agreement and the effectiveness of the security interest granted in favor of the Lender as a Secured Party thereunder.
Authorizing Documents. The following authorizing documents of the City, for and on behalf of its Department of Aviation:
(i) certified copies of the General Bond Ordinance and the General Subordinate Bond Ordinance, as supplemented by Supplemental Subordinate Ordinance No. [ ], authorizing, among other things, the execution, delivery and performance by the City, for and on behalf of its Department of Aviation, of this Agreement and the other Related Documents to which it is a party (on the dates each such Related Document was executed and delivered by the City, for and on behalf of its Department of Aviation), certified by the Clerk and Recorder of the City as being in full force and effect;
(ii) certified copies of all governmental and regulatory approvals, if any, necessary for the City, for and on behalf of its Department of Aviation, to execute, deliver and perform its obligations under the Related Documents to which the City, for and on behalf of its Department of Aviation, is a party;
Authorizing Documents. The Lender shall have received such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance satisfactory to the Lender and its counsel.
Authorizing Documents. 9 (c) Consents and Approvals................... 9
Authorizing Documents. 9 (c) Consents and Approvals.................................................................9 (d) Good Standing Certificates............................................................10 (e) Opinions of LLC Parties' Counsels.....................................................10 (f) Resignations and Releases.............................................................10 (g) Stockholder's Releases................................................................10
Authorizing Documents. Agent shall have received a certificate of a duly authorized officer of each Borrower, certifying (i) that the copies of such Borrower’s Organic Documents previously provided remain the same and are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Fifth Amendment is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Fifth Amendment;
Authorizing Documents. Agent shall have received a certificate of a duly authorized officer of each Borrower, certifying (i) that the copies of such Borrower’s Organic Documents previously provided remain the same and are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing VP/#37368070.5 execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents;
Authorizing Documents. Borrower shall have delivered to Lender and ---------------------- Lender shall have approved copies of all necessary actions taken by Borrower to authorize the execution, delivery and performance by Borrower of this Agreement, the Note, the Stock Pledge and all other Loan Documents.