Certificate of the Secretary of the Borrower certifying as to (i) the resolutions of the board of directors of the Borrower approving the execution and delivery of this Amendment, (ii) the fact that the Articles of Incorporation and Bylaws of the Borrower, which were certified and delivered to the Lender pursuant to the Certificate of the Borrower's Secretary dated as of April 14, 1995 in connection with the execution and delivery of the Credit Agreement continue in full force and effect and have not been amended or otherwise modified except as set forth in the Certificate to be delivered, and (iii) certifying that the officers and agents of the Borrower who have been certified to the Lender, pursuant to the Certificate of the Borrower's Secretary dated as of April 14, 1995, as being authorized to sign and to act on behalf of the Borrower continue to be so authorized or setting forth the sample signatures of each of the officers and agents of the Borrower authorized to execute and deliver this Amendment and all other documents, agreements and certificates on behalf of the Borrower.
Certificate of the Secretary. The Sellers shall deliver to the Buyer at Closing a certificate of the Company's corporate secretary, in a form reasonably acceptable to Buyer and their counsel, certifying as to the Company's articles of incorporation, bylaws, capitalization, and the incumbency of officers.
Certificate of the Secretary of the Borrower certifying as to the resolutions of the Board of Directors of the Borrower approving the execution and delivery of this Amendment.
Certificate of the Secretary. The Company shall have received a certificate of the Secretary of the Investor covering such matters as are customarily covered by such certificates, in form and substance reasonably acceptable to the Company.
Certificate of the Secretary of Paragon Precision Products, certifying, among other things, (i) resolutions of the Board of Directors authorizing the Agreement, the Notes and the Loan Documents to which it is a party, (ii) the names and signatures of the officers of the Company authorized on behalf of such company to execute the Agreement, the Notes and the Loan Documents to which it is a party and the other instruments and documents to be executed and delivered on behalf of such company, (iii) that attached thereto is a true and correct copy of the Bylaws of such company as in effect on the date of such certification, and (iv) that there have been no changes in the Certificate of Incorporation of such company since the date of the most recent certification thereof by the Secretary of State of California.
Certificate of the Secretary of the each of the Opco Guarantors certifying (i) that attached thereto is a true and correct copy of resolutions of the Board of Directors (or comparable governing body) of such Opco Guarantor approving and authorizing the execution, delivery and performance of each document to which it is a party, (ii) that there have been no changes in the Certificate of Incorporation (or comparable constituent document) of such Opco Guarantor since the date of the most recent certification thereof by the appropriate governmental authority in its jurisdiction of organization delivered to the Global Administrative Agent, (iii) Good Standing certificate of each of the Opco Guarantors from the office of the Secretary of State (or analogous governmental body) of its jurisdiction of organization (to the extent such concept is applicable in such jurisdiction), and (iv) the By-Laws (or other comparable governing document) attached thereto of each Opco Guarantor as in effect on the date of such certification.
Certificate of the Secretary. OF EACH DOMESTIC SUBSIDIARY, certifying, among other things, (i) resolutions of the Board of Directors of such Domestic Subsidiary authorizing, among other things, the execution, delivery and performance of the Domestic Subsidiary Guaranty and the other Loan Documents to which it is a party and the Transaction Documents to which it is a party, (ii) the names and signatures of the officers of such Domestic Subsidiary authorized, on behalf of such Domestic Subsidiary, to execute the Domestic Subsidiary Guaranty, the other Loan Documents and Transaction Documents to which it is a party and the other instruments and documents to be executed and delivered on behalf of such Domestic Subsidiary during the term of the Credit Agreement, (iii) that the copies of the Transaction Documents to which it is a party delivered to the Administrative Agent and the Lenders pursuant to the Credit Agreement are true and correct copies of such documents and such documents have not been amended from the form of such documents delivered pursuant thereto, (iv) that attached thereto is a true and correct copy of the By-laws of such Domestic Subsidiary as in effect on the date of such certification and (v) that there have been no changes in the Certificate of Incorporation of such Domestic Subsidiary since the date of the most recent certification thereof by the Secretary of State of its state of incorporation.
Certificate of the Secretary. Upon execution, this hereby supersedes and replaces any and all previous and applicable Certificates of the Secretary solely as they relate to CentralSquare Technologies, LLC, a Delaware limited liability company (“Company”). The undersigned, Xxxxx Xxxxxxx, does hereby certify, solely in his capacity as the General Counsel and Corporate Secretary of the Company, that effective January 5, 2023, the individuals holding the positions listed below are each an authorized signatory on behalf of the Company, and that by virtue of such positions, are authorized to enter into, negotiate, execute and deliver any and all contracts, amendments, bids, proposals, instruments, documents and other agreements between the Company and its customers or in support of a contract with a customer, in the name of, and on behalf of, the Company. Xxxxxxx Xxxxxxxxxxxx, Chief Executive Officer Xxxxx Xxxxxxx, General Counsel and Corporate Secretary Xxxx Xxxxxxxx, Chief Financial Officer Xxxxxxx Xxxxx, Chief Customer Officer Xxx X. Xxxxxxxx, Chief Sales Officer
Certificate of the Secretary. The certificate of NCF’s Secretary for the time being or any other person authorised by him shall be conclusive evidence of the amount of any moneys due or owing by the Customer hereunder. 14. PROPER LAW This Agreement shall be governed and construed in accordance with the law for the time being of the State in which the Delivery Point is situated_ and the parties submit to the jurisdiction of the courts of the State. 15. STAMP DUTY The Customer shall be responsible for and shall pay all stamp duties payable on or in respect of this Agreement and the hiring hereunder and shall pay NCF such amount in respect of stamp duty properly so payable as NCF may from time to time demand. 16. INTERPRETATIONS In this Agreement unless the context otherwise requires words importing the singular number shall include the plural and vice versa, works importing any gender shall include all other genders, and the word “person” shall include a corporation and vice versa.
Certificate of the Secretary or Assistant Secretary of Borrower certifying as to the names of the officers of Borrower authorized to sign this Agreement, and any other documents or certificates to be delivered pursuant to this Agreement, together with the true signatures of such officers. Lender may conclusively rely on such certificates until Agent shall receive a further certificate of the Secretary or an Assistant Secretary of Borrower canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate.
