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 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. 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 COMPANY, certifying, among other things, (i) resolutions of the Board of Directors of the Company authorizing, among other things, the execution, delivery and performance of the Credit Agreement, the Notes 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 the Company authorized, on behalf of the Company, to execute the Credit Agreement, the Notes, 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 the Company 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 the Company as in effect on the date of such certification and (v) that there have been no changes in the Certificate of Incorporation of the Company since the date of the most recent certification thereof by the Secretary of State of Delaware.
Certificate of the Secretary of the Seller attesting to the incumbency of the Seller's officers and the authenticity of the resolutions authorizing the transactions and documents contemplated by this Agreement;
Certificate of the Secretary. OF THE KROLX-X'XXXX XXXPANY The undersigned, Secretary of THE KROLX-X'XXXX XXXPANY ("Corporation") hereby certifies to KEYBANK NATIONAL ASSOCIATION ("Lender") as follows:
1. The following Resolution was duly adopted and is a binding resolution of the Corporation: RESOLVED, that the Corporation amend the Amended and Restated Loan Agreement by and between Corporation, O'Gaxx-Xxxx & Xisexxxxxx Armoring Company, Krolx Xxxdings, Inc. and Kroll Associates, Inc. (collectively, "Borrowers") and Lender dated October 30, 1998, as amended, and the Revolving Credit Note (the "Note") given by Borrowers to Lender on June 25, 1999, to extend the maturity date of the letter of credit facility, to increase the amount of the Note until September 30, 2000, and to amend certain other financial provisions, and that the President or any Vice President be, and they hereby are, authorized to execute any and all documents to effectuate and secure such loan including, without limitation, a Third Amendment to Loan Agreement, an Amendment to Revolving Credit Note and other necessary or appropriate documents in connection herewith.
2. The following is a complete and accurate list of the Officers of the Corporation as of May __, 2000: President................. --------------------------
Certificate of the Secretary of the Buyer attesting to the incumbency of the Buyer’s officers, and the continuing validity of the Articles of Incorporation and Bylaws of the Buyer;
