Board Resolutions and Incumbency Certificates Sample Clauses

Board Resolutions and Incumbency Certificates. A certificate of the Secretary or an Assistant Secretary of Aladdin Gaming certifying (A) the resolutions adopted by the managers of Aladdin Gaming approving each Operative Document to which Aladdin Gaming is a party and the transactions contemplated hereby and thereby, (B) all documents evidencing other necessary action by Aladdin Gaming and required governmental and third party approvals with respect to each such Operative Document, and (C) the names and true signatures of the authorized managers and officers of Aladdin Gaming.
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Board Resolutions and Incumbency Certificates. A certificate of --------------------------------------------- the Secretary or an Assistant Secretary of the Company certifying: (i) the resolutions adopted by the Board of Directors of the Company approving each Preferred Stock Document and the transactions contemplated thereby, and any other documents evidencing other necessary corporate action by the Company; (ii) all documents evidencing any required governmental and third party approvals with respect to each such Preferred Stock Document or, in lieu thereof, the officer's certificate contemplated by paragraph (b)(ii) of Article 2; and --------- (iii) the names and true signatures of the authorized officers of the Company.
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Board Resolutions and Incumbency Certificates. A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the resolutions adopted by the Board of Directors of Borrower approving each Loan Document to which Borrower is a party and the transactions contemplated hereby and thereby, (B) all documents evidencing other necessary corporate action by Borrower and required governmental and third party approvals with respect to each such Loan Document, and (C) the names and true signatures of the authorized officers of Borrower.
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Board Resolutions and Incumbency Certificates. A certificate of the Secretary or an Assistant Secretary of each applicable Loan Party certifying (i) the resolutions adopted by the Board of Directors of such Loan Party approving each Loan Document (other than any Loan Document which was previously delivered in connection with the Existing Credit Agreement) to which such Loan Party is a party and the transactions contemplated thereby, (ii) all documents evidencing other necessary corporate action by Borrower and required governmental and third party approvals with respect to each such Loan Document, and (iii) the names and true signatures of the authorized officers of such Loan Party.
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Board Resolutions and Incumbency Certificates. A certificate of the --------------------------------------------- Secretary or an Assistant Secretary of the Borrower and each Guarantor certifying (A) the resolutions adopted by the Board of Directors of the Borrower and each Guarantor approving each Loan Document to which the Borrower and each Guarantor is a party and the transactions contemplated hereby and thereby, (B) all documents evidencing other necessary corporate action by the Borrower and each Guarantor and required governmental and third party approvals with respect to each such Loan Document, and (C) the names and true signatures of the authorized officers of the Borrower and each Guarantor.
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Board Resolutions and Incumbency Certificates. A certificate of the Secretary or an Assistant Secretary of each Loan Party and of each of the Affiliate Corporations which is a party to a Loan Document certifying: (i) the resolutions adopted by the Board of Directors of such Loan Party or Affiliate Corporation, as the case may be, approving each Loan Document to which it is a party and the transactions contemplated thereby; (ii) all documents evidencing other necessary corporate action by such Loan Party or Affiliate Corporation, as the case may be, and required governmental and third party approvals with respect to each such Loan Document; and (iii) the names and true signatures of the authorized officers of such Loan Party or Affiliate Corporation.
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Related to Board Resolutions and Incumbency Certificates

  • Incumbency Certificates For each Credit Party, signature and incumbency certificates of the officers of each such Person executing any of the Loan Documents, certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being true, accurate, correct and complete.

  • Incumbency Certificate An incumbency certificate of the corporate secretary of each of Seller, certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the Program Agreements.

  • Solvency Certificates a certificate from each of the Issuer and the Guarantor as to its solvency.

  • Solvency Certificate The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Borrower.

  • Financial Officer’s Certificate (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) above, a Compliance Certificate certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (ii) concurrently with any delivery of financial statements under Section 5.01(a) or (b) above, a Compliance Certificate setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.10; (iii) in the case of Section 5.01(a) above, a Compliance Certificate (i) either confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes and (iv) in the case of Section 5.01(a) above, if the accounting firm is not restricted from providing such report by its office policies, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with GAAP, whether such accounting firm obtained knowledge that any Default has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

  • Secretary’s Certificates The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

  • Officer’s Certificate as Evidence Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

  • Resolutions; Incumbency (i) Copies of the resolutions of the board of directors of the Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

  • Incumbency Certificate; Authorized Signers The Agent shall have received from the Borrower and each Guarantor an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of such Person and giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name and on behalf of such Person, each of the Loan Documents to which such Person is or is to become a party. The Agent shall have also received from the Borrower a certificate, dated as of the Closing Date, signed by a duly authorized representative of the Borrower and giving the name and specimen signature of each Authorized Officer who shall be authorized to make Loan Requests, Letter of Credit Requests and Conversion/Continuation Requests and to give notices and to take other action on behalf of the Borrower under the Loan Documents.

  • Incumbency An incumbency certificate of each Credit Party certified by a secretary or assistant secretary to be true and correct as of the Closing Date.

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