Certificates and Resolutions. Each Agent and each Lender has received:
(i) certified copies of the organizational documents of the Borrower and LendingClub and each amendment thereto, and resolutions of the Board of Directors or other governing authority of each of the Borrower and LendingClub authorizing or ratifying (A) the execution, delivery and performance, respectively, of all Transaction Documents to which it is a party and consummation of the transactions contemplated hereby and thereby, (B) in the case of the Borrower only, the incurrence of the indebtedness contemplated hereunder, and (C) in the case of the Borrower only, the granting by the Borrower to the Collateral Trustee, for the benefit of the Secured Parties, of the security interests contemplated by the Security Agreement, certified by the Secretary or an Assistant Secretary of the Borrower or LendingClub, as applicable, as of the Closing Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate;
(ii) copies of certificates (long form) or other evidence from the Secretary of State or other appropriate authority of the State of Delaware, evidencing the good standing of the Borrower and the Servicer in the State of Delaware, in each case, dated no earlier than 15 days prior to the Closing Date;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower and LendingClub, as applicable, certifying the names and the signatures of its Authorized Officers; and
(iv) a certificate of an Authorized Officer of LendingClub (in any capacity) and the Borrower stating that (A) the representations and warranties of such party in this Agreement and any other Transaction Document are true and correct as of the Closing Date, (B) such party has complied with all applicable covenants and agreements in the Transaction Documents to which it is a party, and (C) all conditions set forth in this Section 5.01 on its part to be performed or satisfied on or prior to the date hereof have been satisfied.
Certificates and Resolutions. Administrative Agent shall have received such certificates and resolutions or consents of the governing body of the Borrower authorizing the transactions described in this Amendment and certifying as to the completeness of the Organizational Documents of the Borrower.
Certificates and Resolutions. Chauvco shall have received such other certificates and resolutions of US Co as may be reasonably required in connection with the consummation of this Agreement; and
Certificates and Resolutions. The Bank shall have received (i) copies of the resolutions of the manager of the Borrower and of the members or other appropriate authority of its Subsidiaries authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of each such entity; and (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower and its Subsidiaries certifying the names and true signatures of the officers and authorized signatories of each such entity authorized to sign any and all documents to be delivered by each such entity or as required or contemplated hereunder.
Certificates and Resolutions. The Administrative Agent shall have received (in sufficient copies for each Lender) in form and substance reasonably satisfactory to it:
(i) a certificate of each Loan Party dated as of the Effective Date signed by a Responsible Officer of such Loan Party establishing the identity of and verifying the capacity of each Responsible Officer of such Loan Party authorized to act as a Responsible Officer in connection this Amendment;
(ii) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly organized or formed, validly existing, in good standing, if applicable, and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including a certificate of each Loan Party dated as of the Effective Date signed by a Responsible Officer of such Loan Party certifying that (A) the resolutions adopted by each of the Loan Parties approving or consenting to the Credit Agreement and (B) the Organization Documents of each of the Loan Parties delivered to the Administrative Agent as a condition to closing the Credit Agreement have not been modified, or if modified, attaching copies of each of the documents that modified the resolutions or Organization Documents of such Loan Party, and are in full force and effect on the date of this Amendment, and certificates of good standing and/or qualification to engage in business; and
(iii) a certificate of Borrower dated as of the Effective Date signed by a Responsible Officer of Borrower certifying that (A) the representations of the Borrower as set forth in Article V of the Credit Agreement shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case it shall be true and correct in all respects) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case it shall be true and correct in all respects) as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent...
Certificates and Resolutions. An officer’s certificate of each Borrower certifying (i) the authorizing resolution of the board of directors, members or managers, as applicable, of each Borrower to execute and perform the terms and conditions of this Amendment and each of the documents execution in connection herewith, (ii) the incumbency of the officers, board members, members or managers, as applicable, of such Borrower, and (iii) that except as provided for therein, there has been no change in the formation and governing documents of such Borrower since the delivery of copies of such documents to Bank on August 25, 2006, with respect to Optasia and Embedded, and November 29, 2006, with respect to Infologix. If there has been a change in the formation and/or governing documents of any Borrower, a copy of such formation and/or governing document (along with all amendments and modifications thereto) shall be delivered to Bank along with a certification from the applicable Borrower that such document is a true and correct copy of the formation and/or covering document through the date of such certificate.
Certificates and Resolutions. Buyer shall execute and deliver the certificates and resolutions referred to in Sections 8.3 and 8.4.
Certificates and Resolutions. The Bank shall have received (i) copies of the resolutions of the board of directors of the Borrower authorizing the execution, delivery and performance of this Agreement and the Loan Documents certified by the Secretary or an Assistant Secretary of such corporation and like resolutions of each Guarantor authorizing the execution, delivery and performance of its respective Guarantee and Security Agreement, if any, certified respectively by the Secretary or an Assistant Secretary of each such corporation; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor certifying the names and true signatures of the officers of each such corporation authorized to sign any and all documents to be delivered by each such corporation or as required or contemplated hereunder; and (iii) good standing certificates issued by the applicable Governmental Authority.
Certificates and Resolutions. Each Agent and each Lender has received:
(i) any amendments to the organizational documents of the Borrower and LendingClub since the Closing Date or a certification by the Secretary or an Assistant Secretary of the Borrower or LendingClub, as applicable, that such organizational documents have not been amended since the Closing Date, and resolutions of the Board of Directors or other governing authority of each of the Borrower and LendingClub authorizing or ratifying the execution, delivery and performance, respectively, of this Agreement and the other Transaction Documents delivered pursuant to this Section 5.03 to which it is a party and consummation of the transactions contemplated hereby and thereby or a certification by the Secretary or an Assistant Secretary of the Borrower or LendingClub, as applicable, that such resolutions delivered on the Closing Date have not been amended, modified, revoked or rescinded since the Closing Date;
(ii) copies of certificates (long form) or other evidence from the Secretary of State or other appropriate authority of the State of Delaware, evidencing the good standing of the Borrower and the Servicer in the State of Delaware, in each case, dated no earlier than 15 days prior to the Effective Date; and
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower and LendingClub, as applicable, certifying the names and the signatures of its Authorized Officers.
Certificates and Resolutions. ITI shall have received such other certificates and resolutions of EduTrek as may be reasonably required in connection with the consummation of this Agreement.
