Certificates of Secretaries of the Borrowers Sample Clauses

Certificates of Secretaries of the Borrowers. The Lender shall have received, at Closing, a certificate in form and substance satisfactory to the Lender, from the Secretary or Assistant Secretary of each of the Borrowers, certifying: (1) that attached thereto is a true and complete copy of the bylaws of the Borrowers as in effect on the date of such certification; (2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Borrowers authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, as applicable; (3) as to the incumbency and genuineness of the signature of each officer of the Borrowers executing this Agreement or any of the other Loan Documents; and (4) that, to the best of the Borrowers' knowledge as of the time delivered, all written information, copies of documents, agreements and contracts, and any other written material furnished or made available to Lender in connection with the making of any Loan or the negotiation, preparation or execution of this Agreement and the other Loan Documents are true, correct and complete and did not or do not contain any untrue statement of a material fact or omit a material fact necessary to make the statements contained therein not misleading, and with respect to each agreement or contract, a copy of which was provided to Lender, each such contract and agreement is in full force and effect, no party thereto has delivered any notice of default thereunder which remains uncured and to the best of the Borrowers' knowledge, there exists no default or event of default which, with the giving of notice or the passage of time or both, would constitute a default of any of the terms, conditions or provisions of any such contract or agreement, and no other agreements relate thereto, whether oral, written, expressed or implied, between the parties thereto or any other Person which could materially adversely affect the rights, duties and obligations of any Borrower.
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Related to Certificates of Secretaries of the Borrowers

  • Certificates of the Company The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to any Collateral Agreements, (i) all documents required by TIA §314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §314(d). The Trustee may, to the extent permitted by Sections 8.01 and 8.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

  • Secretaries The regular work year for secretaries will range from 200 days to 220 days exclusive of holidays, and each secretary will be assigned to one of the following work schedules. Distinction between Administrative Secretary and Office Secretary is used to determine length of work year.

  • Secretary and Assistant Secretaries The secretary shall record all proceedings of the shareholders and the Trustees in books to be kept therefor, which books shall be kept at the principal office of the Trust. In the absence of the secretary from any meeting of shareholders or Trustees, an assistant secretary, or if there be none or he or she is absent, a temporary clerk chosen at the meeting shall record the proceedings thereof in the aforesaid books.

  • Assistant Secretaries Except as may be otherwise provided in this Agreement, Assistant Secretaries, if there are any, shall perform such duties and have such powers as from time to time may be assigned to them by the Member, the President, any Vice President, if there are any appointed, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

  • Assistant Treasurers and Assistant Secretaries The assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the chairman and chief executive officer, the president or the Management Committee.

  • Certificates of the Trustee In the event that the Company wishes to release Collateral in accordance with the Collateral Agreements and has delivered the certificates and documents required by the Collateral Agreements and Sections 11.03 and 11.04 hereof, the Trustee shall determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.05 hereof, shall deliver a certificate to the Collateral Agent setting forth such determination.

  • Certificate of Financial Officer – Swap Agreements Concurrently with any delivery of financial statements under Section 8.01(a) and Section 8.01(b), a certificate of a Financial Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of the last Business Day of such fiscal quarter or fiscal year, a true and complete list of all Swap Agreements of the Borrower and each Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net xxxx-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 7.20, any margin required or supplied under any credit support document, and the counterparty to each such agreement.

  • Vice Presidents The Vice Presidents will, subject to the control of the Member, perform such duties as may be assigned to them by the President and will have the general powers and duties usually vested in the office of vice president of corporations, and will have such other powers and duties as may be prescribed by the Member. In the case of the death, disability or absence of the President, a Vice President shall perform and be vested with all the duties and powers of the President until the Member appoints a new President.

  • Subsidiaries of the Company The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement.

  • Assistant Treasurers The Assistant Treasurers will, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and will perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.

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