Company Documents; Proceedings; etc. (a) On the Closing Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Closing Date, signed by an Authorized Officer of such Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and an incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent. (b) On the Closing Date, the Administrative Agent shall have received good standing certificates from the jurisdiction of organization and bring down telegrams, electronic PDFs or facsimiles, if any, for the Credit Parties which the Administrative Agent reasonably may have requested, certified by proper Governmental Authorities or, with respect to any such bring down telegrams, electronic PDFs or facsimiles, service companies. (c) On the Closing Date, the Administrative Agent shall have received a certificate, dated as of the Closing Date and duly executed by an Authorized Officer of the Borrower, confirming compliance with the conditions precedent set forth in Section 7.01.
Appears in 2 contracts
Samples: Credit Agreement (Dynegy Inc.), Credit Agreement (Dynegy Inc.)
Company Documents; Proceedings; etc. (a) On the Closing Initial Borrowing Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Closing Initial Borrowing Date, signed by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents), unanimous shareholder declarations or shareholder agreements, as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and an incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent.
(b) On the Closing Initial Borrowing Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of Company proceedings, governmental approvals, good standing certificates from the jurisdiction of organization and bring bring-down telegrams, electronic PDFs telegrams or facsimiles, if any, for the Credit Parties which the Administrative Agent reasonably may have requestedrequested in connection therewith, such documents and papers where appropriate to be certified by proper Company or Governmental Authorities or, with respect to any such bring down telegrams, electronic PDFs or facsimiles, service companiesAuthorities.
(c) On the Closing Date, the Administrative Agent shall have received a certificate, dated as of the Closing Date and duly executed by an Authorized Officer of the Borrower, confirming compliance with the conditions precedent set forth in Section 7.01.
Appears in 2 contracts
Samples: Credit Agreement (Walter Energy, Inc.), Credit Agreement (Walter Energy, Inc.)
Company Documents; Proceedings; etc. (a) On the Closing Effective Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Closing Effective Date, signed by an Authorized Officer of such Credit Party, and attested to by the Secretary or any Assistant Secretary another Authorized Officer of such Credit Party, in the form of Exhibit E-2 with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents, including any unanimous shareholders’ agreements or declarations relating to any Canadian Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and an incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent.
(b) On the Closing Effective Date, all Business and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of Business proceedings, governmental approvals, good standing certificates from the jurisdiction of organization and bring down telegrams, bring‑down facsimiles or other electronic PDFs or facsimilestransmission, if any, for the Credit Parties which the Administrative Agent reasonably may have requestedrequested in connection therewith, such documents and papers where appropriate to be certified by proper Authorized Officers or Governmental Authorities or, with respect to any such bring down telegrams, electronic PDFs or facsimiles, service companiesAuthorities.
(c) On the Closing Date, the Administrative Agent shall have received a certificate, dated as of the Closing Date and duly executed by an Authorized Officer of the Borrower, confirming compliance with the conditions precedent set forth in Section 7.01.
Appears in 2 contracts
Samples: Abl Credit Agreement (Ciena Corp), Abl Credit Agreement (Ciena Corp)
Company Documents; Proceedings; etc. (a) On the Closing Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Closing Date, signed by an Authorized Officer of such Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and an incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent.
(b) On the Closing Date, the Administrative Agent shall have received good standing certificates from the jurisdiction of organization and bring down telegrams, electronic PDFs or facsimiles, if any, for the Credit Parties which the Administrative Agent reasonably may have requested, certified by proper Governmental Authorities or, with respect to any such bring down telegrams, electronic PDFs or facsimiles, service companies.
(c) On the Closing Date, the Administrative Agent shall have received a certificate, dated as of the Closing Date and duly executed by an Authorized Officer of the Borrower, confirming compliance with the satisfaction of the conditions precedent set forth in Section 7.016.12 and 6.13.
Appears in 2 contracts
Samples: Credit Agreement (PPL Energy Supply LLC), Credit Agreement (Talen Energy Holdings, Inc.)
Company Documents; Proceedings; etc. (a) On the Closing Funding Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Closing Funding Date, signed by an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President or any Vice President of such Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and an incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent.
(b) On the Closing Funding Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of Company proceedings, governmental approvals, good standing certificates from the jurisdiction of organization and bring bring-down telegrams, electronic PDFs telegrams or facsimiles, if any, for the Credit Parties which the Administrative Agent reasonably may have requestedrequested in connection therewith, such documents and papers where appropriate to be certified by proper Company officers or Governmental Authorities or, with respect to any such bring down telegrams, electronic PDFs or facsimiles, service companiesAuthorities.
(c) On the Closing Date, the Administrative Agent shall have received a certificate, dated as of the Closing Date and duly executed by an Authorized Officer of the Borrower, confirming compliance with the conditions precedent set forth in Section 7.01.
Appears in 2 contracts
Samples: Credit Agreement (SAExploration Holdings, Inc.), Credit Agreement (SAExploration Holdings, Inc.)