Closing Certificates; Certified Certificate of Incorporation. The Administrative Agent shall have received a certificate in form and substance satisfactory to the Administrative Agent (acting reasonably) of each relevant Post-Closing Borrower executed by a director or equivalent officer of such Post Closing Borrower, which shall (A) certify the resolutions of its Board of Directors, members (if required by the Administrative Agent) or other body (including, without limitation, any works council) authorising the execution, delivery and performance of the Credit Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other authorised signatories of such Post Closing Borrower authorised to sign the Credit Documents to which it is a party, (C) contain appropriate attachments, including the certificate or articles of association or organisation of each Post Closing Borrower, and a true and correct copy of its by laws or operating, management, or constitutional documentation or partnership agreement, and with respect to the German Borrower the articles of association, the shareholder list, an excerpt from the commercial register (in each case, certified copies thereof), and any other organizational agreement applicable to it (or confirming that the same have not changed since the last date they were provided to the Administrative Agent pursuant to Section 5.1), and (D) certify the solvency of the relevant Post Closing Borrower.
Closing Certificates; Certified Certificate of Incorporation. The Administrative Agent shall have received a certificate of each Credit Party, dated the Closing Date and executed by a director or equivalent officer of such Credit Party, which shall (A) certify the resolutions of its Board of Directors, members, shareholders or other body authorising the execution, delivery and performance of the Credit Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other authorised signatories of such Credit Party authorised to sign the Credit Documents to which it is a party, (C) contain appropriate attachments, including the certificate or articles of association or organisation of each Credit Party, and a true and correct copy of its by laws or operating, management, or constitutional documentation or partnership agreement and, with respect to the German Borrower, the articles of association, the shareholder list, an excerpt from the commercial register, and any other organizational agreement applicable to it, and (D) certify the solvency of the relevant Credit Party.
