Certificate of Borrower’s Secretary Sample Clauses

Certificate of Borrower’s Secretary. A certificate executed by the Borrower’s secretary whereby such secretary affirms that, among other things, attached to such certificate is (1) a copy of the Borrower’s board resolutions authorizing the borrowing of monies and all other matters set forth in or contemplated by the Credit Documents, (2) a copy of the Borrower’s by-laws in effect on the Closing Date, (3) a copy of the Borrower’s articles or certificate of incorporation and all amendments thereto, and (4) a certificate of good standing for the Borrower, dated on or not more than 10 days prior to the Closing Date, from the Secretary of State of the state of incorporation of the Borrower and from the Secretary of State of Kansas; and
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Certificate of Borrower’s Secretary. A certificate executed by the Borrower’s secretary whereby such secretary affirms that, among other things, attached to such certificate is (1) a copy of the Borrower’s members’ resolutions authorizing the borrowing of monies, the granting of Liens and all other matters set forth in or contemplated by the Credit Documents, (2) a copy of the Borrower’s certificate of formation as in effect on the Closing Date, (3) a copy of the Borrower’s operating agreement and all amendments thereto, and (4) a certificate of good standing for the Borrower, dated on or within 10 days prior to the Closing Date, from the Secretary or State of the state of organization of the Borrower;
Sample 1
Certificate of Borrower’s Secretary. A certificate executed by the Borrower's secretary whereby such secretary affirms that, among other things, attached to such certificate is (1) a copy of the Borrower's board resolutions authorizing the borrowing of monies, the granting of Liens and all other matters set forth in or contemplated by the Credit Documents, (2) a copy of the Borrower's by-laws in effect on the Closing Date, (3) a copy of the Borrower's articles or certificate of incorporation and all amendments thereto, certified by the Secretary of State or other appropriate official of the Borrower's jurisdiction of incorporation, and (4) a certificate of good standing for the Borrower, dated on or immediately prior to the Closing Date, from the Secretary or State of the state of incorporation of the Borrower and from the Secretary of State of Kansas; and
Sample 1
Certificate of Borrower’s Secretary. A certificate executed by each Borrower’s members or a secretary or similar representative of each Borrower whereby such Person(s) affirm that, among other things, attached to such certificate is (1) a copy of such Borrower’s members’ resolutions authorizing the borrowing of monies, the granting of Liens and all other matters set forth in or contemplated by the Credit Documents to which such Borrower is a party, (2) a copy of such Borrower’s operating agreement as in effect on the Closing Date, (3) a copy of such Borrower’s certificate of formation and all amendments thereto, and (4) a certificate of good standing for such Borrower, dated on or immediately prior to the Closing Date, from the Secretary of State of the state of its organization and all other states in which the nature of its activities in such states require it to be qualified as a foreign limited liability company in such states;
Sample 1
Certificate of Borrower’s Secretary. A certificate ----------------------------------- executed by the duly elected Secretary of Borrower dated the date hereof and certifying (i) that the copies of Borrower's certificate and articles of incorporation and bylaws now or heretofore furnished to Bank are true, accurate and complete and contain all amendments thereto as of the date of this Eighth Amendment, (ii) that the resolutions of the board of directors have been duly adopted and are in full force and effect as of the date of this Eighth Amendment, and (iii) the names, titles and true signatures of such Borrower's officers who are authorized to sign the Eighth Amendment and the Eighth Amendment Loan Documents.
Sample 1

Related to Certificate of Borrower’s Secretary

  • Certificate of the Borrower Concurrently with the financial statements of the Borrower furnished to the Administrative Agent and to the Lenders pursuant to Sections 8.3.1 [Quarterly Financial Statements] and 8.3.2 [Annual Financial Statements], a certificate (each a “Compliance Certificate”) of the Borrower signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower, in the form of Exhibit 8.3.3.

  • Certificate of Secretary of each Credit Party A certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 6.1(b)(iii).

  • Certificate of Secretary The Company shall have delivered to Parent a certificate executed by the Secretary of the Company certifying: (i) resolutions duly adopted by the Board of Directors and stockholders of the Company authorizing this Agreement and the Merger; (ii) the Certificate of Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time, including all amendments thereto; (iii) the Merger Consideration Certificate; and (iv) the incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.

  • Certificate of Secretary of Company Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Charter Documents, (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby this Agreement was approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement.

  • Certificate of Incumbency a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party to be true, complete and up to date;

  • Certificate of Financial Officer – Swap Agreements Concurrently with any delivery of financial statements under Section 8.01(a) and Section 8.01(b), a certificate of a Financial Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of the last Business Day of such fiscal quarter or fiscal year, a true and complete list of all Swap Agreements of the Borrower and each Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net xxxx-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 7.20, any margin required or supplied under any credit support document, and the counterparty to each such agreement.

  • Secretary Certificate The Company shall have delivered to the Purchaser a certificate executed by the Company’s secretary certifying as to the validity and effectiveness of, and attaching, (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the requisite resolutions of the Company’s board of directors authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company is or is required to be a party or bound, and the consummation of the Merger and the other transactions contemplated hereby and thereby, and the adoption of the Surviving Corporation Organizational Documents, and recommending the approval and adoption of the same by the Company Stockholders at a duly called meeting of stockholders, (C) evidence that the Required Company Stockholder Approval has been obtained and (D) the incumbency of officers of the Company authorized to execute this Agreement or any Ancillary Document to which the Company is or is required to be a party or otherwise bound.

  • Certificate of Officer The Acquiror Company will have delivered to the Company a certificate, dated the Closing Date, executed by an officer of the Acquiror Company, certifying the satisfaction of the conditions specified in Sections 10.1, 10.2, and 10.3 relating to the Acquiror Company.

  • Secretary’s Certificate of the Company The Company shall have delivered to such Purchaser a certificate, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

  • Certificate of Parent The Company shall have received a certificate from Parent executed by a Vice President for and on its behalf to the effect that, as of the Closing:

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