Certificate of Secretary of each Credit Party. A certificate of the secretary, assistant secretary, director, officer or other authorized person (each, an “Authorized Officer”), as the case may be, of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party or other authorized person 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 of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation or formation, (B) the bylaws or other governing document of such Credit Party as in effect on the Closing Date, and (C) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party.
Appears in 3 contracts
Samples: Credit Agreement (Owens Corning), Credit Agreement (Owens Corning), Credit Agreement (Owens Corning)
Certificate of Secretary of each Credit Party. A certificate of the a secretary, assistant secretary, director, officer secretary or other authorized person (each, an “Authorized Officer”), as the case may be, Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party or other authorized person 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 incorporation, organization or formationformation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party as in effect on the Closing Date, and (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) the certificate required to be delivered pursuant to Section 6.1(b)(iii) with respect to such Credit Party.
Appears in 3 contracts
Samples: Credit Agreement (Copart Inc), Credit Agreement (Copart Inc), Credit Agreement (Copart Inc)
Certificate of Secretary of each Credit Party. A certificate of the secretary, assistant secretary, director, officer or other authorized person (each, an “Authorized Officer”), as the case may be, a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party or other authorized person executing Loan Documents to which it is a party (including this Amendment) 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 incorporation, organization or formationformation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party as in effect on the Closing Restatement Effective Date, and (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 clause (iii) of this Section 4(b).
Appears in 2 contracts
Samples: Second Amendment and Restatement Agreement (American Woodmark Corp), Amendment and Restatement Agreement (American Woodmark Corp)
Certificate of Secretary of each Credit Party. A certificate of the secretary, assistant secretary, director, officer or other authorized person (each, an “Authorized Officer”), as the case may be, a Responsible Officer of each Credit Party Guarantor certifying as to the incumbency and genuineness of the signature of each officer of such Guarantor executing Credit Party or other authorized person 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 Guarantor and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation incorporation, organization or formationformation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party Guarantor as in effect on the Closing Initial Funding Date, and (C) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party Guarantor authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 3.2(b)(iii).
Appears in 2 contracts
Samples: Credit Agreement (NOW Inc.), Credit Agreement (NOW Inc.)
Certificate of Secretary of each Credit Party. A certificate of the secretary, assistant secretary, director, officer or other authorized person (each, an “Authorized Officer”), as the case may be, a Responsible Officer of each Credit Party Party, in each case, in form and substance reasonably satisfactory to the Administrative Agent certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party or other authorized person 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 formation, 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 or formation, as applicable, (B) the bylaws or other governing document document, as applicable, of such Credit Party as in effect on the Closing Funding Date, and (C) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing the transactions contemplated hereunder and approving 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 6.2(b)(iii).
Appears in 2 contracts
Samples: Credit Agreement (CST Brands, Inc.), Credit Agreement (CST Brands, Inc.)
Certificate of Secretary of each Credit Party. A certificate of the secretary, assistant secretary, director, officer or other authorized person (each, an “Authorized Officer”), as the case may be, a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party or other authorized person 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, except in the case of any Canadian Credit Party, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation incorporation, organization or formationformation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party as in effect on the Closing Date, and (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 7.1(b)(iii).
Appears in 1 contract
Certificate of Secretary of each Credit Party. A certificate of the secretary, assistant secretary, director, officer or other authorized person (each, an “Authorized Officer”), as the case may be, a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party or other authorized person 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 theretothereto (with respect to the Borrower, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation incorporation, organization or formationformation (or equivalent), as applicable), (B) the bylaws or other governing document of such Credit Party as in effect on the Closing Date, and (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 5.1(b)(iii).
Appears in 1 contract
Certificate of Secretary of each Credit Party. A certificate of the a secretary, assistant secretary, director, officer secretary or other authorized person (each, an “Authorized Officer”), as the case may be, Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party or other authorized person 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 incorporation, organization or formationformation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party as in effect on the Closing Date, and (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
Appears in 1 contract
Samples: Credit Agreement (Copart Inc)