Certified Resolutions, etc. Lender shall have received a certificate of each of Borrower, the Member and the Guarantor dated the Closing Date, certifying (i) the names and true signatures of its incumbent officers authorized to sign the Loan Documents to which Borrower, the Member or the Guarantor is a party, (ii) the Organizational Agreement of each of Borrower, the Member and Guarantor, in each case as in effect on the Closing Date, (iii) the resolutions of each of Borrower, the Member and the Guarantor, approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, and (iv) that there have been no changes in any Organizational Agreement since the date of execution or preparation thereof.
Certified Resolutions, etc. Lender shall have received a certificate of each of Borrower and the Guarantor dated the Closing Date, certifying (i) the names and true signatures of its incumbent officers authorized to sign the Loan Documents to which Borrower or the Guarantor is a party, (ii) the Organizational Agreement of each of Borrower and Guarantor, in each case as in effect on the Closing Date, (iii) the resolutions of each of Borrower and the Guarantor, approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, and (iv) that there have been no changes in any Organizational Agreement since the date of execution or preparation thereof.
Certified Resolutions, etc. The Lenders shall have received a certificate of the Secretary or Assistant Secretary of each Loan Party dated the date hereof certifying (i) the names and true signatures of the incumbent officers of such Person authorized to sign the Loan Documents to which it is a party, (ii) the By-Laws of such Person as in effect on the date of the adoption of the resolutions referred to in clause (iii), (iii) the resolutions of such Person's Board of Directors approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, and (iv) that there have been no changes in the Articles of Incorporation of such Person since the date of the most recent certification thereof by the appropriate Secretary of State.
Certified Resolutions, etc. The Agent shall have received a certificate of the Secretary or Assistant Secretary of each of the Loan Parties or of a general partner in the case of each Loan Party which is a partnership and dated the Closing Date certifying (i) the names and true signatures of the incumbent officers of such Person authorized to sign the applicable Loan Documents, (ii) the By-Laws of such Person as in effect on the Closing Date, (iii) the resolutions of such Person's Board of Directors approving and authorizing the execution, delivery and performance of all Transaction Documents executed by such Person, and (iv) that there have been no changes in the Certificate of Incorporation of such Person since the date of the most recent certification thereof by the appropriate Secretary of State or, in the case of a partnership or other similar entity the partnership agreement or other similar organizational document.
Certified Resolutions, etc. The Lender shall have received a certificate of the Secretary or Assistant Secretary of the Borrower dated the Closing Date certifying (i) the names and true signatures of the incumbent officers of such Person authorized to sign the applicable Loan Documents, (ii) the By-Laws of such Person as in effect on the Closing Date, (iii) the resolutions of such Person's Board of Directors approving and authorizing the execution, delivery and performance the Loan Documents, and (iv) that there have been no changes in the Certificate of Incorporation of such Person since the date of the most recent certification thereof by the appropriate Secretary of State.
Certified Resolutions, etc. The Agent shall have received a certificate of the Secretary or Assistant Secretary of each of the Loan Parties or of a general partner in the case of each Loan Party which is a general partnership and dated the Closing Date certifying (i) the names and true signatures of the incumbent officers of such Person authorized to sign the applicable Loan Documents, (ii) the By-Laws, partnership agreement, limited liability company agreement or other similar organizational document of such Person as in effect on the Closing Date, (iii) the resolutions of such Person's Board of Directors (or other governing body, as applicable) approving and authorizing the execution, delivery and performance of all Transaction Documents executed by such Person, and (iv) that there have been no changes in the certificate of incorporation, certificate of limited partnership, certificate of formation or other similar organizational document of such Person since the date of the most recent certification thereof by the appropriate Secretary of State or, in the case of a partnership or other similar entity, the partnership agreement or other similar organizational document.
Certified Resolutions, etc. The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of each of the Loan Parties and dated the Closing Date certifying (i) the names and true signatures of the incumbent officers of such Person authorized to sign the applicable Loan Documents, (ii) the By-Laws of such Person as in effect on the Closing Date, (iii) the resolutions of such Person's Board of Directors approving and authorizing the execution, delivery and performance of all Loan Documents executed by such Person, and (iv) that there have been no changes in the Articles or Certificate of Incorporation of such Person since the date of the most recent certification thereof by the appropriate Secretary of State.
Certified Resolutions, etc. The Administrative Agent and each Lender shall have received:
(i) a certificate of the Secretary or Assistant Secretary of each of the Parent and the Company dated the Effectiveness Date certifying (A) the names and true signatures of the incumbent officers of such Person authorized to sign the applicable Loan Documents, (B) the bylaws of such Person as in effect on the Effectiveness Date, (C) the resolutions of such Person's board of directors approving and authorizing the execution, delivery and performance of all the Loan Documents executed by such Person on the Effectiveness Date and (D) that there have been no changes in the certificate of incorporation of such Person since the date of the most recent certification thereof by the appropriate Secretary of State; and
(ii) a certificate of the Secretary or Assistant Secretary of each Subsidiary of the Company that is party to the Reaffirmation Agreement (which certificates may be combined in a single certificate for all such Subsidiaries) dated the Effectiveness Date and certifying (A) the names and true signatures of the incumbent officers of such Subsidiary authorized to sign the Reaffirmation Agreement and (B) as to corporate authority and the due authorization, execution and delivery of the Reaffirmation Agreement by such Subsidiary.
Certified Resolutions, etc. The Agent shall have received (1) a certificate of the secretary or assistant secretary of each of the Loan Parties and dated the Effective Date certifying (i) the names and true signatures of the incumbent officers of such Person authorized to sign the applicable Loan Documents, (ii) the resolutions of such Person's Board of Directors approving and authorizing the execution, delivery and performance of all Transaction Documents executed by such Person, (iii) that there have been no changes in the by-laws of such Person since March 27, 1996, except as otherwise set forth in such certificate, and, to the extent of any such changes, a copy thereof and (iv) that there have been no changes in the certificate of incorporation of such Person since March 27, 1996, except as otherwise set forth in such certificate, and, to the extent of any such changes, a copy thereof certified by the Secretary of State of incorporation of such Loan Party and (2) a good standing certificate from the Secretary of State of incorporation of the Borrower dated not more than ten Business Days prior to the Effective Date.
Certified Resolutions, etc. A certificate of the Secretary or Assistant Secretary of New Borrower certifying (i) the names and true signatures of its officers authorized to sign this Amendment, (ii) its By-Laws and (iii) resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Amendment;
