Common use of Closing Certificates Clause in Contracts

Closing Certificates. The Administrative Agent and the Syndication Agent shall have received (i) a copy of the certificate of incorporation, including all amendments thereto, of the Borrower and each Guarantor, each certified by the relevant authority of the jurisdiction of organization, and a certificate as to the good standing of the Borrower and each Guarantor as of a recent date, from such relevant authority; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower and each Guarantor, each dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Borrower or the relevant Guarantor, as applicable, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower or the relevant Guarantor, as applicable, authorizing the execution, delivery and performance of this Agreement and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of the Borrower or the relevant Guarantor, as applicable, has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Borrower or the relevant Guarantor, as applicable; (iii) a certificate of another officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Administrative Agent and the Syndication Agent, may reasonably request.

Closing Certificates. The Administrative Agent and the Syndication Agent shall have received (i) a copy of the certificate or articles of incorporationincorporation or organization, including all amendments thereto, of the Borrower and each GuarantorCredit Party, each certified certified, if applicable, as of a recent date by the relevant authority Secretary of State of the jurisdiction state of its organization, and a certificate as to the good standing (where relevant) of the Borrower and each Guarantor Credit Party as of a recent date, from such relevant authority; Secretary of State or similar governmental authority (or a certification from an Authorized Officer of each applicable Credit Party that attached is a true and complete copy of such certificate or articles of incorporation or organization, including all amendments thereto, as in effect on the Amendment Effective Date) and (ii) a certificate of the Secretary or Assistant Secretary an Authorized Officer of the Borrower and each Guarantor, each Credit Party dated the Closing Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of the Borrower or the relevant Guarantor, as applicable, such Credit Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowAmendment Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors (or equivalent governing body) of the Borrower or the relevant Guarantor, as applicable, such Credit Party authorizing the execution, delivery and performance of this Agreement the Credit Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of the Borrower or the relevant Guarantor, as applicable, has such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith Credit Document on behalf of the Borrower or the relevant Guarantor, as applicable; (iii) a certificate of such Credit Party and countersigned by another officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary an Authorized Officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Administrative Agent and the Syndication Agent, may reasonably request.;

Closing Certificates. The Administrative Agent and the Syndication Agent shall have received (i) a copy of the certificate or articles of incorporationincorporation or organization, including all amendments thereto, of the Borrower and each GuarantorLoan Party, each certified certified, if applicable, as of a recent date by the relevant authority Secretary of State of the jurisdiction state of its organization, and a certificate as to the good standing (where relevant) of the Borrower and each Guarantor Loan Party as of a recent date, from such relevant authority; Secretary of State or similar Governmental Authority or a certification from each Loan Party that there have been no changes to the certificate or articles of incorporation or organization, including all amendments thereto that were delivered to the Administrative Agent on the Amendment No. 1 Effective Date and (ii) a certificate of the Secretary or Assistant Secretary a Responsible Officer of the Borrower and each Guarantor, each Loan Party dated the Closing Amendment No. 3 Effective Date and certifying (A) that (i) attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of the Borrower or the relevant Guarantor, as applicable, such Loan Party as in effect on the Closing Amendment No. 3 Effective Date and at all times since a date prior or (ii) there have been no changes to the date by-laws or operating (or limited liability company) agreement of such Loan Party that were delivered to the resolutions described in clause (B) belowAdministrative Agent on the Amendment No. 1 Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors (or equivalent governing body) of the Borrower or the relevant Guarantor, as applicable, such Loan Party authorizing the execution, delivery and performance of this Agreement the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of the Borrower or the relevant Guarantor, as applicable, has such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith Loan Document on behalf of the Borrower or the relevant Guarantor, as applicable; (iii) a certificate of such Loan Party and countersigned by another officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary a Responsible Officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Administrative Agent and the Syndication Agent, may reasonably request.;

Closing Certificates. The Administrative Agent and the Syndication Agent shall have received (ia) a copy of the certificate or articles of incorporationincorporation or organization, including all amendments thereto, of the Borrower and each GuarantorLoan Party, each certified certified, if applicable, as of a recent date by the relevant authority Secretary of State of the jurisdiction state of its organization, and a certificate as to the good standing (where relevant) of the Borrower and each Guarantor Loan Party as of a recent date, from such relevant authority; Secretary of State or similar Governmental Authority (iior a certification from each Loan Party (other than the Borrower) that there have been no changes to the certificate or articles of incorporation or organization, including all amendments thereto, that were delivered to the Administrative Agent on the Closing Date) and (b) a certificate of the Secretary or Assistant Secretary a Responsible Officer of the Borrower and each Guarantor, each Loan Party dated the Closing Amendment No. 3 Effective Date and certifying (AI) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of the Borrower or the relevant Guarantor, as applicable, such Loan Party as in effect on the Closing Amendment No. 3 Effective Date and at all times since (or a date prior certification from each Loan Party (other than the Borrower) that there have been no changes to the date of by-laws or operating (or limited liability company) agreement, including all amendments thereto, that were delivered to the resolutions described in clause (B) belowAdministrative Agent on the Closing Date), (BII) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors (or equivalent governing body) of the Borrower or the relevant Guarantor, as applicable, such Loan Party authorizing the execution, delivery and performance of this Agreement the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of the Borrower or the relevant Guarantor, as applicable, has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (DIII) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith Loan Document on behalf of the Borrower or the relevant Guarantor, as applicable; (iii) a certificate of such Loan Party and countersigned by another officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary a Responsible Officer executing the certificate pursuant to clause (iib) above; and (iv) such other documents as the Lenders or Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Administrative Agent and the Syndication Agent, may reasonably request.;

Closing Certificates. The Administrative Agent and the Syndication Agent shall have received (i) a copy of the certificate or articles of incorporationincorporation or organization, including all amendments thereto, of the Borrower and each GuarantorCredit Party, each certified certified, if applicable, as of a recent date by the relevant authority Secretary of State of the jurisdiction state of its organization, and a certificate as to the good standing (where relevant) of the Borrower and each Guarantor Credit Party as of a recent date, from such relevant authority; Secretary of State or similar governmental authority (or a certification from an Authorized Officer of each applicable Credit Party that attached is a true and complete copy of such certificate or articles of incorporation or organization, including all amendments thereto, as in effect on the Repricing Amendment Effective Date) and (ii) a certificate of the Secretary or Assistant Secretary an Authorized Officer of the Borrower and each Guarantor, each Credit Party dated the Closing Repricing Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of the Borrower or the relevant Guarantor, as applicable, such Credit Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) belowRepricing Amendment Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors (or equivalent governing body) of the Borrower or the relevant Guarantor, as applicable, such Credit Party authorizing the execution, delivery and performance of this Agreement the Credit Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of the Borrower or the relevant Guarantor, as applicable, has such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith Credit Document on behalf of the Borrower or the relevant Guarantor, as applicable; (iii) a certificate of such Credit Party and countersigned by another officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary an Authorized Officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Administrative Agent and the Syndication Agent, may reasonably request.;

Closing Certificates. The Subject to Section 5.17, the Administrative Agent and the Syndication Agent shall have received (i) a copy one or more certificates of the certificate of incorporationSecretary, including all amendments theretoAssistant Secretary, of the Borrower and each Guarantor, each certified by the relevant authority of the jurisdiction of organization, and a certificate as or such other duly authorized officer or director reasonably acceptable to the good standing Administrative Agent of the Borrower and each Guarantor as of a recent date, from such relevant authority; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower and each Guarantor, each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the Constituent Documents of such Loan Party and, in the case of such certificate of Holdings, Charleston Center, (B) that attached thereto is a true and complete copy of the operating agreement or by-laws (or comparable documents, if any) of such Loan Party and, in the case of Holdings, that the copy of the Borrower or operating agreement of Charleston Center provided to the relevant GuarantorAdministrative Agent on the Closing Date is a true and complete copy, as applicable, in each case as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (BC) belowbelow (if applicable), (BC) that attached thereto is a true and complete copy of resolutions duly and unanimously adopted by the Board board of Directors directors, board of the Borrower managers or the relevant Guarantorcomparable internal authority of such Loan Party (or a true and correct copy of an unanimous shareholder declaration in respect of such Loan Party, as applicable, together with a shareholders resolution of such Loan Party) authorizing (1) the execution, delivery and performance of this Agreement andthe Loan Documents to which such person is a party, (2) any applicable borrowings and other extensions of credit contemplated hereunder, (3) the granting of the Liens contemplated to be granted by it under the applicable Security Documents, (4) in the case of the Borrowereach Guarantor, the borrowings hereunderGuaranteeing of the Obligations as contemplated by the applicable Security Documents, and (5) any pledge of Equity Interests comprising part of the Collateral, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of the Borrower or the relevant Guarantorand, as applicableto any Italian Subsidiary, has not been amended since that such resolutions are duly recorded in the date corporate books of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) abovesuch Italian Subsidiary, and (D) as to the incumbency and specimen signature of each officer or director executing this Agreement any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, (E) as to each Loan Party that is a UK Subsidiary or a Subsidiary incorporated under the Borrower laws of Hong Kong, that the guaranteeing or the relevant Guarantorsecuring, as applicable, of the total amount of the Facilities would not cause any guarantee, security or similar limit binding on it to be exceeded, and (F) as to any Loan Party that is an Italian Subsidiary, that attached thereto is a certificate of registration (certificato di vigenza) from the relevant companies register in Italy dated earlier than the Closing Date by no more than five Business Days, confirming that no insolvency or similar procedures are pending in relation to such Loan Party; (iiiii) a certificate of another officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary person executing the certificate pursuant to (iii) above; and (iviii) such if not set forth in the relevant Borrowing Request, a certificate, dated the Closing Date and signed by a Responsible Officer of Holdings, on behalf of itself and each other documents as Loan Party, confirming compliance with the Lenders or Xxxxxxx Xxxxxxx & Xxxxxxxxconditions precedent set forth in paragraphs (b), counsel for the Administrative Agent (c) and the Syndication Agent, may reasonably request(d) of Section 4.01.

Closing Certificates. The Administrative Agent and the Syndication Agent shall have received (i) a copy of the certificate or articles of incorporationincorporation or organization, including all amendments thereto, of the Borrower and each GuarantorLoan Party, each certified certified, if applicable, as of a recent date by the relevant authority Secretary of State of the jurisdiction state of its organization, and a certificate as to the good standing (where relevant) of the Borrower and each Guarantor Loan Party as of a recent date, from such relevant authority; Secretary of State or similar Governmental Authority or a certification from each Loan Party that there have been no changes to the certificate or articles of incorporation or organization, including all amendments thereto that were delivered to the Administrative Agent on the Amendment No. 3 Effective Date and (ii) a certificate of the Secretary or Assistant Secretary a Responsible Officer of the Borrower and each Guarantor, each Loan Party dated the Closing Amendment No. 4 Effective Date and certifying (A) that (i) attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of the Borrower or the relevant Guarantor, as applicable, such Loan Party as in effect on the Closing Amendment No. 4 Effective Date and at all times since a date prior or (ii) there have been no changes to the date by-laws or operating (or limited liability company) agreement of such Loan Party that were delivered to the resolutions described in clause (B) belowAdministrative Agent on the Amendment No. 3 Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors (or equivalent governing body) of the Borrower or the relevant Guarantor, as applicable, such Loan Party authorizing the execution, delivery and performance of this Agreement the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of the Borrower or the relevant Guarantor, as applicable, has such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith Loan Document on behalf of the Borrower or the relevant Guarantor, as applicable; (iii) a certificate of such Loan Party and countersigned by another officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary a Responsible Officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Administrative Agent and the Syndication Agent, may reasonably request.;

Closing Certificates. The Administrative Agent and the Syndication Agent Lender shall have received (i) a copy of the certificate of incorporation, including all amendments thereto, of the Borrower and each Guarantor, each certified by the relevant authority of the jurisdiction of organization, and a certificate as to the good standing of the Borrower and each Guarantor as of a recent date, from such relevant authority; (ii) a certificate of the Secretary or Assistant Secretary a duly authorized officer of Borrower, dated as of the Borrower and each Guarantordate hereof, each dated the Closing Date and certifying (A) that attached thereto is a true true, complete and complete correct copy of (i) the by-laws organizational documents of Borrower (including the Borrower certificate of formation, operating agreement, and certificate of good standing of Borrower) and (ii) resolutions or the relevant Guarantor, as applicable, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions consents duly adopted by the Board of Directors or partners or members of the Borrower or the relevant Guarantor, as applicable, authorizing the execution, delivery and performance of this Agreement and, in the case of the BorrowerLoan Agreement, the Note and the other Loan Documents to which it is a party, and the borrowings contemplated hereunder, and that such resolutions or consents have not been amended, modified, rescinded revoked or amended and are in full force and effect, (C) that the certificate of incorporation of the Borrower or the relevant Guarantor, as applicable, has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) aboverescinded, and (DB) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith Loan Documents on behalf of Borrower, and such certificate and the Borrower or the relevant Guarantor, as applicable; (iii) resolutions attached thereto shall be in form and substance reasonably satisfactory to Lender. Lender shall have received a certificate of another a duly authorized officer of the Borrower or the relevant Guarantor, dated as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing date hereof, certifying that attached thereto is a true, complete and correct copy of the organizational documents of Guarantor (including the certificate pursuant to (iiof formation, operating agreement, and certificate of good standing of Guarantor) above; and (iv) resolutions or consents duly adopted by such other documents as the Lenders Board of Directors or Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for partners or members of each of Guarantor authorizing the Administrative Agent formation of Borrower and the Syndication Agentexecution, may delivery and performance of this Loan Agreement, the Note and the other Loan Documents by Borrower, and the borrowings contemplated hereunder, and that such organizational documents and resolutions or consents have not been amended, modified, revoked or rescinded, and such certificate, organizational documents, and the resolutions attached thereto shall be in form and substance reasonably requestsatisfactory to Lender.

Closing Certificates. The Administrative Agent and the Syndication Agent (or its counsel) shall have received (i) a copy certificate of a Responsible Officer of the certificate of incorporation, including all amendments thereto, Company certifying satisfaction of the Borrower conditions set forth in clauses (e) and each Guarantor(h) of this Section 5.2, each certified by the relevant authority of the jurisdiction of organization, and a certificate as to the good standing of the Borrower and each Guarantor as of a recent date, from such relevant authority; (ii) a certificate of the Secretary or Assistant Secretary a Responsible Officer of the Borrower and each GuarantorCompany, each dated certifying that not later than one Business Day following the Closing Date the Merger, the Contribution, the Spinco Cash Distribution and certifying the Distribution are expected to be consummated in all material respects in accordance with the terms of the Merger Agreement and the Separation and Distribution Agreement, as applicable, without giving effect to any modifications, consents, amendments or waivers thereto by Neogen that in each case are materially adverse to the interests of the Lenders or the Arrangers, in their capacities as such (Ain each case, it being understood and agreed that any change in the definition of “SpinCo Material Adverse Effect” in the Merger Agreement shall be deemed to be materially adverse to the Lenders and the Arrangers, in their capacities as such), unless the Arrangers shall have provided their written consent thereto (such consent not to be unreasonably withheld, conditioned or delayed) and (iii) a certificate of the Company, dated as of the Closing Date executed by a secretary, assistant secretary or other senior officer (as the case may be) thereof, which shall (A)(1) certify that attached thereto is a true and complete copy of the by-laws resolutions or written consents of its board of directors authorizing the Borrower or entry into the relevant Guarantor, as applicable, as in effect on the Closing Date and at all times since a date prior Loan Documents to the date of the resolutions described in clause (B) below, (B) that attached thereto which it is a true party and complete copy of resolutions duly adopted by the Board of Directors of the Borrower or the relevant Guarantor, as applicable, authorizing the execution, delivery and performance of this Agreement and, in the case of the Borrower, the borrowings hereunderBorrowings, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (C2) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of the Company authorized to sign the Loan Documents to which it is a party on the Closing Date, (3) certify that attached thereto is a true and complete copy of the certificate or articles of incorporation (or other equivalent thereof) of the Borrower or Company certified by the relevant Guarantor, as applicable, has not been amended since the date authority of the last amendment thereto shown on jurisdiction of organization of the Company and a true and correct copy of its by-laws and (4) attach certificate of good standing furnished as of a recent date from the Company’s jurisdiction of incorporation, or (B) certify that there have been no changes to the certificate provided pursuant to clause (iSection 5.1(e) above, and (D) as to such certificate remains true, correct and complete on the incumbency Closing Date and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Borrower or the relevant Guarantor, as applicable; (iii) attach a certificate of another officer good standing as of a recent date from the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature Company’s jurisdiction of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Administrative Agent and the Syndication Agent, may reasonably requestincorporation.

Closing Certificates. The Administrative Agent and the Syndication Agent shall have received (ia) a copy of the certificate or articles of incorporationincorporation or organization, including all amendments thereto, of the Borrower and each GuarantorLoan Party, each certified certified, if applicable, as of a recent date by the relevant authority Secretary of State of the jurisdiction state of its organization, and a certificate as to the good standing (where relevant) of the Borrower and each Guarantor Loan Party as of a recent date, from such relevant authority; Secretary of State or similar Governmental Authority (iior a certification from each Loan Party (other than the Borrower) that there have been no changes to the certificate or articles of incorporation or organization, including all amendments thereto, that were delivered to the Administrative Agent on or after the Closing Date) and (b) a certificate of the Secretary or Assistant Secretary a Responsible Officer of the Borrower and each Guarantor, each Loan Party dated the Closing Amendment No. 2 Effective Date and certifying (AI) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of the Borrower or the relevant Guarantor, as applicable, such Loan Party as in effect on the Closing Amendment No. 2 Effective Date and at all times since (or a date prior certification from each Loan Party (other than the Borrower) that there have been no changes to the date of by-laws or operating (or limited liability company) agreement, including all amendments thereto, that were delivered to the resolutions described in clause (B) belowAdministrative Agent on or after the Closing Date), (BII) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors (or equivalent governing body) of the Borrower or the relevant Guarantor, as applicable, such Loan Party authorizing the execution, delivery and performance of this Agreement the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of the Borrower or the relevant Guarantor, as applicable, has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (DIII) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith Loan Document on behalf of the Borrower or the relevant Guarantor, as applicable; (iii) a certificate of such Loan Party and countersigned by another officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary a Responsible Officer executing the certificate pursuant to clause (iib) above; and (iv) such other documents as the Lenders or Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Administrative Agent and the Syndication Agent, may reasonably request.;