Certificates of Responsible Officer Sample Clauses

Certificates of Responsible Officer. At the time of the delivery of the financial statements provided for in Sections 9.5(a)(ii) and 9.5(a)(iii), a certificate of a Responsible Officer of Guarantor to the effect that, to the best of such officer's knowledge, no Lease Default or Lease Event of Default has occurred and is continuing or, if any Lease Default or Lease Event of Default has occurred and is continuing, specifying the nature and extent thereof, which certificate shall set forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the provisions -40- 47 of Sections 9.5(k), (m), (n) and (o), inclusive, at the end of such fiscal quarter or year, as the case may be.
Sample 1
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Certificates of Responsible Officer. The Administrative Agent shall have received (i) a certificate of the secretary of the Borrower (x) attaching true and correct copies of resolutions duly adopted by the board of directors of the Borrower authorizing the Borrower to execute, deliver and perform its obligations under this Amendment, (y) either confirming that there have been no changes in the bylaws or other governing documents of the Borrower since the copies delivered on the Closing Date or attaching a true and correct copy of any amended, restated or otherwise modified bylaws or similar governing documents of the Borrower, as the case may be, (z) certifying that there are no proceedings for the dissolution or liquidation of such Person, together with a certified English translation thereof (if appropriate) and (ii) a certificate of a Responsible Officer of the Borrower certifying as to the matters set forth in Section 4(c) and Section 4(d) of this Amendment on and as of the Amendment Effective Date.
Sample 1
Certificates of Responsible Officer. The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party, (i) attaching resolutions of the applicable Loan Party authorizing such Loan Party to enter into and perform its obligations under this Amendment, (ii) either confirming that there have been no changes in the bylaws or other governing documents of the applicable Loan Party since the copies delivered on the Closing Date with or attaching any amended, restated or otherwise modified bylaws or similar governing documents of such Loan Party, as the case may be and (iii) solely with respect to the certificate from a Responsible Officer of the Borrower, certifying as to the matters set forth in Section 4(c) and Section 4(d) of this Amendment on and as of the Amendment Effective Date.
Sample 1

Related to Certificates of Responsible Officer

  • Responsible Officer 6 Securities.............................................................6

  • Responsible Officers Set forth on Schedule 1.01(c) are Responsible Officers, holding the offices indicated next to their respective names, as of the Closing Date and as of the last date such Schedule 1.01(c) was required to be updated in accordance with Sections 6.02, 6.13 and 6.14 and such Responsible Officers are the duly elected and qualified officers of such Loan Party and are duly authorized to execute and deliver, on behalf of the respective Loan Party, this Agreement, the Notes and the other Loan Documents.

  • Certificate of Officer The Acquiror Company will have delivered to the Company a certificate, dated the Closing Date, executed by an officer of the Acquiror Company, certifying the satisfaction of the conditions specified in Sections 10.1, 10.2, and 10.3 relating to the Acquiror Company.

  • Secretary Certificate The Company shall have delivered to the Purchaser a certificate from its secretary certifying as to (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date, (B) the resolutions of the Company’s board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and (C) the incumbency of officers authorized to execute this Agreement.

  • Certificate of Secretary The Company shall have delivered to Parent a certificate executed by the Secretary of the Company certifying: (i) resolutions duly adopted by the Board of Directors and stockholders of the Company authorizing this Agreement and the Merger; (ii) the Certificate of Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time, including all amendments thereto; (iii) the Merger Consideration Certificate; and (iv) the incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.

  • Authorized Officer (i) With respect to the Issuing Entity, any officer or agent acting under power of attorney of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuing Entity and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) or the power of attorney and, so long as the Administration Agreement is in effect, any officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuing Entity and to be acted upon by the Administrator pursuant to the Administration Agreement and who is identified on the list of Authorized Officers delivered by the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and (ii) with respect to the Servicer, any officer or agent of the Servicer who is authorized to act for the Servicer in matters relating to the Servicer or the Issuing Entity and to be acted upon by the Servicer pursuant to the Servicing Agreement.

  • Incumbency Certificates For each Credit Party, signature and incumbency certificates of the officers of each such Person executing any of the Loan Documents, certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being true, accurate, correct and complete.

  • Solvency Certificate The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Borrower.

  • Incumbency Certificate An incumbency certificate of the corporate secretary of each of Seller, certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the Program Agreements.

  • Solvency Certificates a certificate from each of the Issuer and the Guarantor as to its solvency.

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