Common use of Board Resolutions; Incumbency Certificates Clause in Contracts

Board Resolutions; Incumbency Certificates. A certificate of the ------------------------------------------ Secretary or an Assistant Secretary of each Loan Party certifying (i) the resolutions of the Board of Directors of such Person approving each Loan Document and Merger Document to which such Person is a party and the transactions contemplated hereby and thereby, (ii) all documents evidencing other necessary corporate action, if any, by each such Person with respect to each Loan Document and Merger Document to which such Person is a party and (iii) the names and signatures of the officers of each such Person authorized to act with respect to each Loan Document and Merger Document executed by it, upon which certificate the Agent and each Lender may conclusively rely until they shall have received a further certificate of the Secretary or Assistant Secretary of such Person canceling or amending such prior certificate;

Board Resolutions; Incumbency Certificates. A certificate of the ------------------------------------------ Secretary or an Assistant Secretary of each Loan Party dated as of the Closing Date and certifying (i) the resolutions of the Board of Directors of such Person approving each Loan Document and Merger Document to which such Person is a party and the transactions contemplated hereby and thereby, (ii) all documents evidencing other necessary corporate action, if any, by each such Person with respect to each Loan Document and Merger Document to which such Person is a party and (iii) the names and signatures of the officers of each such Person authorized to act with respect to each Loan Document and Merger Document executed by it, upon which certificate the Administrative Agent and each Lender may conclusively rely until they shall have received a further certificate of the Secretary or Assistant Secretary of such Person canceling or amending such prior certificate;

Board Resolutions; Incumbency Certificates. A certificate of the ------------------------------------------ Secretary or an Assistant Secretary of each Loan Party certifying (i) the resolutions of the Board of Directors of such Person approving each Loan Document and Merger Document to which such Person is a party and the transactions contemplated hereby and thereby, (ii) all documents evidencing other necessary corporate action, if any, by each such Person with respect to each Loan Document and Merger Document to which such Person is a party and (iii) the names and signatures of the officers of each such Person authorized to act with respect to each Loan Document and Merger Document executed by it, upon which certificate the Agent and each Lender may conclusively rely until they shall have received a further certificate of the Secretary or Assistant Secretary of such Person canceling or amending such prior certificate;

Board Resolutions; Incumbency Certificates. A certificate of the ------------------------------------------ Secretary or an Assistant Secretary of each Loan Party certifying (i) the resolutions of the Board of Directors of such Person approving each Loan Document and Merger Document to which such Person is a party and the transactions contemplated hereby and thereby, (ii) all documents evidencing other necessary corporate action, if any, by each such Person with respect to each Loan Document and Merger Document to which such Person is a party and (iii) the names and signatures of the officers of each such Person authorized to act with respect to each Loan Document and Merger Document executed by it, upon which certificate the Agent and each Lender may conclusively rely until they shall have received a further certificate of the Secretary or Assistant Secretary of such Person canceling or amending such prior certificate;