Board Resolutions and Incumbency Certificates Sample Clauses

Board Resolutions and Incumbency Certificates. A certificate of the --------------------------------------------- Secretary or an Assistant Secretary of the Company certifying:
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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 each of the Borrowers certifying (A) the resolutions adopted by the Board of Directors of each of the Borrowers approving each Loan Document to which any of the Borrowers is a party and the transactions contemplated hereby and thereby, (B) all documents evidencing other necessary corporate action by Borrowers 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 Borrowers.
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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:
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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.
Sample 1
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.
Sample 1

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 Agent and Initial Lenders shall have received certificates satisfactory to them from one or more knowledgeable Senior Officers of Borrower that, after giving effect to the financing under this Agreement and the issuance of the Letters of Credit, Borrower is Solvent.

  • Borrower Incumbency Certificate The Administrative Agent shall have received, with a counterpart for each Lender, a Certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing any Credit Document reasonably satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

  • 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) or (b), a Compliance Certificate (A) certifying that no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (B) beginning with the fiscal quarter ending October 30, 2012, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.10 (including the aggregate amount of the Cumulative Growth Amount for such period and the uses therefor) and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Holding’s calculation of Excess Cash Flow; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) above, beginning with the fiscal year ending January 29, 2013, 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 generally accepted auditing standards, such accounting firm obtained no knowledge that any Default insofar as it relates to a financial covenant under Section 6.10 has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying 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.

  • Secretary’s Certificate, Etc The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member, general partner or equivalent, as to:

  • Officer’s Certificate of the Borrower The Administrative Agent shall have received a certificate from a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Borrower contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects; that the Borrower is not in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; and that each of the closing conditions has been satisfied or waived (assuming satisfaction of the Administrative Agent where not advised otherwise).

  • 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.

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