CERTIFIED TO AND ATTESTED BY Sample Clauses

CERTIFIED TO AND ATTESTED BY. X ---------------------------------------------- *Secretary or Assistant Secretary X ---------------------------------------------- *NOTE: In case the Secretary or other certifying officer is designated by the foregoing resolutions as one of the signing officers, this resolution should also be signed by a second Officer or Director of Borrower.
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CERTIFIED TO AND ATTESTED BY. X Secretary or Assistant Secretary* X * NOTE: In case the Secretary or other certifying officer is designated by the foregoing resolutions as one of the signing officers, this resolution should also be signed by a second Officer or Director of Borrower. ANNEX A ADOPTED RESOLUTIONS (ATTACHED) CERTIFIED RESOLUTION - [AMENDED AND RESTATED] UNCONDITIONAL GUARANTY AND SECURITY AGREEMENT Guarantor: [CENTRA SOFTWARE, LLC,] [SABA SOFTWARE INTERNATIONAL, INC.] [STORM HOLDING CORPORATION] [THINQ LEARNING SOLUTIONS, INC.] a [limited liability company] [corporation] organized under the laws of the State of Delaware Date: July [ ], 2009 I, the undersigned, [Secretary] [Assistant Secretary] of the above-named company, a limited liability company organized under the laws of the state set forth above, do hereby certify that the following is a full, true and correct copy of resolutions duly and regularly adopted by the [Members][Managers][Board of Directors] of said company as required by law, and by the [operating agreement][by-laws] of said company, and that said resolutions are still in full force and effect and have not been in any way modified, repealed, rescinded, amended or revoked.
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CERTIFIED TO AND ATTESTED BY. X______________________________________
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CERTIFIED TO AND ATTESTED BY. X ---------------------------------------------- *Secretary or Assistant Secretary
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CERTIFIED TO AND ATTESTED BY. X ----------------------------- ================================================================================ For and in consideration of the loan by SAND HILL CAPITAL, LLC ("Sand Hill") to UOL PUBLISHING, INC., ("Borrower"), which loan is made pursuant to a Loan Agreement of even date herewith between Borrower and Sand Hill (the "Agreement"), the undersigned guarantor ("Guarantor") hereby unconditionally and irrevocably guarantees the prompt and complete payment of all amounts that Borrower owes to Sand Hill and performance by Borrower of the Agreement and any other agreements between Borrower and Sand Hill, as amended from time to time (collectively referred to as the "Agreements"), in strict accordance with their respective terms.
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Related to CERTIFIED TO AND ATTESTED BY

  • Counterparts; Telecopied Signatures This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto.

  • WITNESSES THAT WHEREAS A. The Company and the Trustee have entered into an indenture (the "Indenture") dated as of November 30, 2004 providing for the issuance of 8.00% Senior Subordinated Notes due 2012 of the Company (the "Securities"); and

  • Certification as to Authorized Persons The Secretary or Assistant Secretary of the Fund will at all times maintain on file with the Bank his or her certification to the Bank, in such form as may be acceptable to the Bank, of (i) the names and signatures of the Authorized Persons and (ii) the names of the members of the Board, it being understood that upon the occurrence of any change in the information set forth in the most recent certification on file (including without limitation any person named in the most recent certification who is no longer an Authorized Person as designated therein), the Secretary or Assistant Secretary of the Fund will sign a new or amended certification setting forth the change and the new, additional or omitted names or signatures. The Bank will be entitled to rely and act upon any Officers' Certificate given to it by the Fund which has been signed by Authorized Persons named in the most recent certification received by the Bank.

  • Effect of Facsimile and Photocopied Signatures This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Agreement signed by one Party and faxed to another Party shall be deemed to have been executed and delivered by the signing Party as though an original. A photocopy of this Agreement shall be effective as an original for all purposes.

  • Incumbency and Signatures A certificate of the secretary of Borrower certifying the names of the officer or officers of Borrower authorized to sign the Loan Documents, together with a sample of the true signature of each such officer.

  • Instructions, Opinion of Counsel and Signatures At any time DST may apply to any person authorized by the Fund to give instructions to DST, and may with the approval of a Fund officer consult with legal counsel for the Fund, or DST’s outside legal counsel at the expense of the Fund, with respect to any matter arising in connection with the agency and it will not be liable for any action taken or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. In connection with services provided by DST under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 6.B, DST shall have no obligation to continue to provide such services after it has asked the Fund to give it instructions which it believes are needed by it to so continue to provide such services and before it receives the needed instructions from the Fund, and DST shall have no liability for any damages (including without limitation penalties imposed by any tax authority) caused by or that result from its failure to provide services as contemplated by this sentence. DST will be protected in acting upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons and will not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. It will also be protected in recognizing stock certificates which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar.

  • Certification of Residency, etc Customer certifies that it is a resident of the United States and shall notify Bank of any changes in residency. Bank may rely upon this certification or the certification of such other facts as may be required to administer Bank's obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

  • Authorised Signatory ​ The Shareholder

  • What Bank Is Required to Do 2.1 Set Up Accounts

  • Resolutions; Incumbency (i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and

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