CERTIFICATE OF GUARANTOR Sample Clauses

CERTIFICATE OF GUARANTOR. A duly executed certificate of Guarantor certifying that all representations and warranties made in the Guarantee are and remain true and correct on and as of the date of the Completion Advance as if made on and as of the date of the Completion Advance (except to the extent such representations and warranties expressly relate specifically to an earlier date) and no default under the Guarantee has occurred and is continuing on the date such Completion Advance is to be made or by reason of giving effect to such Completion Advance.
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CERTIFICATE OF GUARANTOR. Guarantor: LOOKINGGLASS CYBER SOLUTIONS, LLC I, the undersigned Txxxxx X. XxxxXxxxxx of LGCS ACQUISITION HOLDCO, LLC (the “Sole Member”), the sole Member of LOOKINGGLASS CYBER SOLUTIONS, LLC (the “Company”), HEREBY CERTIFY that the Company is formed and existing under and by virtue of the laws of the State of Delaware. I FURTHER CERTIFY that attached hereto as Attachment A and B are true and complete copies of the Certificate of Formation and Operating Agreement of the Company, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that the Company, acting by written consent of the Sole Member without a meeting, adopted the following resolutions (the “Resolutions”): BE IT RESOLVED, that any one (1) of the following authorized persons of the Company, whose actual signatures are shown below: Title Name Authorized Signature Chief Executive Officer Jxxxx X. Xxxxxx ___________________________ Chief Financial Officer Txxxxxx X. Xxxxxx ___________________________ _________________________ _________________________ ___________________________ _________________________ _________________________ ___________________________ acting for and on behalf of the Company and as its act and deed be, and they hereby are, authorized and empowered:
Sample 1
CERTIFICATE OF GUARANTOR. Concurrently with the financial statements of the Guarantor furnished to the Holders pursuant to Sections 13.1 and 13.2, a certificate (each a “Compliance Certificate”) of the Guarantor signed by the Chief Executive Officer, President, Chief Financial Officer or Chief Accounting Officer of the Guarantor, setting forth:
Sample 1
CERTIFICATE OF GUARANTOR. An Incumbency Certificate of Guarantor certified by an authorized officer or manager of Guarantor with attached as exhibits: (a) a copy of Guarantor’s Articles of Incorporation issued by the Nevada Secretary of State, (b) the bylaws of Guarantor, (c) resolutions or consents of Guarantor authorizing the execution of this Agreement and other actions necessary to complete the transactions contemplated hereby, and (d) a copy of Borrower’s Certificate of Good Standing issued by the Nevada Secretary of State.
Sample 1

Related to CERTIFICATE OF GUARANTOR

  • Affirmation of Guarantors Each Guarantor hereby approves and consents to this Agreement and the transactions contemplated by this Agreement and agrees and affirms that its guarantee of the Obligations continues to be in full force and effect and is hereby ratified and confirmed in all respects and shall apply to the Credit Agreement, as amended hereby, and all of the other Loan Documents, as such are amended, restated, supplemented or otherwise modified from time to time in accordance with their terms.

  • Release of Guarantor A Guarantor shall be released from all of its obligations under its Guarantee if:

  • Execution of Guarantee To further evidence the Guarantee to the Holders, the Guarantor hereby agrees to execute a Guarantee substantially in the form of Exhibit A hereto, to be endorsed on and made a part of each Security ordered to be authenticated and delivered by the Trustee. The Guarantor hereby agrees that its Guarantee set forth in Section 2.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security a Guarantee. Each such Guarantee shall be signed on behalf of the Guarantor by its Chairman of the Board, its President or one of its Vice Presidents prior to the authentication of the Security on which it is endorsed, and the delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of the Guarantor. Such signature upon the Guarantee may be a manual or facsimile signature of such officer and may be imprinted or otherwise reproduced on the Guarantee, and in case such officer who shall have signed the Guarantee shall cease to be such officer before the Security on which Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, the Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer of the Guarantor.

  • Reaffirmation of Guaranty The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

  • Addition of Guarantors The initial Guarantors hereunder shall be each of the Subsidiaries of Parent that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiaries of Parent may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a supplement to this Guaranty Agreement in the form of Exhibit A attached hereto (or such other form as may be satisfactory to the Administrative Agent). Upon delivery of any such supplement to Administrative Agent, notice of which is hereby waived by Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by Administrative Agent or any Lenders not to cause any Subsidiary to become an Additional Guarantor hereunder. This Guaranty Agreement shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder].2

  • Consent of Guarantor Each Guarantor shall execute the Consent of Guarantor set forth below.

  • Confirmation of Guarantee The Guarantor hereby confirms and agrees that (i) the Guarantee is and shall continue to be in full force and effect and is otherwise hereby ratified and confirmed in all respects; and (ii) the Guarantee is and shall continue to be an unconditional and irrevocable guarantee of all of the Obligations (as defined in the Guarantee).

  • Ratification of Guaranty By its execution of this Addendum, CFSC ratifies and confirms its guaranty contained in Article IX of the Credit Agreement with respect to the Japan Local Currency Advances made pursuant to this Addendum which Guaranty remains in full force and effect.

  • NOTATION OF GUARANTEE As set forth more fully in the Indenture, the Persons constituting Subsidiary Guarantors from time to time, in accordance with the provisions of the Indenture, irrevocably and unconditionally and jointly and severally guarantee, in accordance with Section 12.1 of the Indenture, to the Holders and to the Trustee and its successors and assigns, that (i) the principal of and interest on the 6% Securities will be paid, whether at the Stated Maturity or Interest Payment Dates, by acceleration, call for redemption or otherwise, and all other obligations of the Company to the Holders or the Trustee under the Indenture or this 6% Security will be promptly paid in full or performed, all in accordance with the terms of the Indenture and this 6% Security, and (ii) in the case of any extension of payment or renewal of this 6% Security or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of such extension or renewal, whether at the Stated Maturity, as so extended, by acceleration or otherwise. Such Guarantees shall cease to apply, and shall be null and void, with respect to any such guarantor who, pursuant to Article 12 of the Indenture, is released from its Guarantees, or whose Guarantees otherwise cease to be applicable pursuant to the terms of the Indenture.

  • Confirmation of Guaranty Each of the Guarantors confirms that they have read and understand the Amendment. In order to induce the Lenders, the Administrative Agent and the other Agents to enter into the Amendment, each of the Guarantors: (i) consents to the Amendment and the transactions contemplated thereby; (ii) ratifies and confirms each of the Loan Documents to which it is a party; (iii) ratifies, agrees and confirms that it has been a Guarantor and a Loan Party at all times since it became a Guarantor and a Loan Party and from and after the date hereof, each Guarantor shall continue to be a Guarantor and a Loan Party in accordance with the terms of the Loan Documents, as the same may be amended in connection with the Amendment and the transactions contemplated thereby; and (iv) hereby ratifies and confirms its obligations under each of the Loan Documents (including all exhibits and schedules thereto), as the same may be amended in connection with the Amendment and the transactions contemplated thereby, by signing below as indicated and hereby acknowledges and agrees that nothing contained in any of such Loan Documents is intended to create, nor shall it constitute an interruption, suspension of continuity, satisfaction, discharge of prior duties, novation or termination of the indebtedness, loans, liabilities, expenses, guaranty or obligations of any of the Loan Parties under the Credit Agreement or any other such Loan Document.

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