Certificates of Secretary. The Administrative Agent shall have received a Certificate of each Credit Party dated as of the date hereof and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of this Amendment No. 1 and other documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Credit Party authorized to sign this Amendment No. 1 and such other documents, and (C) certify that there has been no change in the certificate or articles of incorporation and by-laws of each Credit Party since November 30, 2007 and that such certificate or articles of incorporation and by-laws are in full force and effect or, if any such certificate or articles of incorporation or by-laws have been changed since November 30, 2007, attach a copy of such certificate or articles of incorporation or by-laws and certify such copy of being true and correct and in full force and effect.
Certificates of Secretary. The Administrative Agent shall have received a certificate of the secretary or assistant secretary of each Borrower dated as of the Third Amendment Effective Date:
(i) certifying as to the incumbency and genuineness of the signature of each officer of such Borrower executing Loan Documents to which it is a party (or containing a representation that each authorized signatory provided in the most recent certificate of secretary which was delivered to the Administrative Agent in connection with the Credit Agreement remains unchanged as of the Third Amendment Effective Date);
(ii) certifying that the articles or certificate of incorporation or formation of each Borrower and all amendments thereto and the bylaws or other governing document of each Borrower and all amendments thereto which were most recently delivered to the Administrative Agent in connection with the Credit Agreement have not been repealed, revoked, rescinded or further amended in any respect and that each remains in full force and effect as of the Third Amendment Effective Date; and
(iii) certifying that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Borrower authorizing the borrowings contemplated hereunder and the execution, delivery and performance of this Amendment, the Increase Notification and the Term Notes.
Certificates of Secretary. Administrative Agent shall have received a certificate of the secretary or assistant secretary of each of Borrower and Commnet certifying that attached thereto is a true and complete copy of the articles of incorporation of such Person and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization; that attached thereto is a true and complete copy of the bylaws or operating agreement of such Person as in effect on the date of such certification; that attached thereto is a true and complete copy of resolutions or consents of members duly adopted by the Board of Directors of such Person authorizing the borrowings, pledges or guaranties contemplated hereunder, the execution, delivery and performance of this Agreement and the other Loan Documents, and the granting of the Security Interest; and as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents.
Certificates of Secretary. A certificate of the Secretary of each Borrower, dated the Closing Date, certifying to (a) the certificate of incorporation, and the by-laws of each respective Borrower and all amendments to such certificate or by-laws, (b) all corporate actions taken by each respective Borrower, including resolutions of their respective directors and, if required, shareholders, authorizing the execution, delivery and performance of each of the Loan Documents to which they are each a party and each other document or agreement to be delivered pursuant to any of the Loan Documents, and (c) the names and true signatures of the each party authorized to act on behalf of each Borrower.
Certificates of Secretary. Parent shall have delivered a certificate, signed by the secretary of the Parent, certifying (i) current copies, as amended, of the Certificate of Incorporation and Bylaws of Parent and (ii) the resolutions of the Board of Directors and, if required, the stockholders of Parent authorizing this Agreement and the transactions contemplated hereby. Merger Sub shall have delivered a certificate, signed by the secretary of Merger Sub, certifying (i) current copies, as amended, of the Certificate of Incorporation and Bylaws of Merger Sub and (ii) the resolutions of the Board of Directors of Merger Sub and of Parent as the sole stockholder of Merger Sub authorizing this Agreement and the transactions contemplated hereby.
Certificates of Secretary of Borrower as to Charter, Borrowing Resolutions, Incumbency, and Operating Agreement
Certificates of Secretary. The Administrative Agent shall have received a certificate of the secretary or assistant secretary of each Borrower (i) certifying that the articles of incorporation and the bylaws of such Borrower delivered on the Closing Date of the Credit Agreement have not been repealed, revoked, rescinded or amended in any respect, (ii) certifying that the resolutions duly adopted by the Board of Directors of such Borrower which were delivered on the Closing Date of the Credit Agreement authorize the execution, delivery and performance of this First Amendment and that such resolutions have not been repealed, revoked, rescinded or amended in any respect; and (iii) as to the incumbency and genuineness of the signature of each officer of such Borrower executing this First Amendment and the other Loan Documents to which it is a party.
Certificates of Secretary. Certificate of the Secretary of Principal Preservation dated as of the Closing Date certifying (i) the accuracy and effectiveness of articles of incorporation of Principal Preservation, (ii) the accuracy and effectiveness of bylaws of Principal Preservation, (iii) the adoption, accuracy and effectiveness of board and shareholder resolutions contemplated hereby, and (iv) the incumbency of certain officers of Principal Preservation and the genuineness of the specimen signatures of those officers of Principal Preservation executing documents.
Certificates of Secretary. The certificates of the Secretary of Seller certifying to the resolutions constituting all necessary corporate action by the board of directors and by the members of Seller to authorize the consummation of the transactions provided for herein.
Certificates of Secretary. 28 (d) Consents.............................................................................28 (e) Legal Opinion........................................................................28 (f)
