Corporate and Other Documents. (a) Certificate of Secretary of Borrower containing copies of resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of this Loan Agreement, the Loan and Security Documents, any document or instrument to be delivered pursuant hereto, and the transactions contemplated herein and therein, and identifying the officer or manager authorized to execute same;
(b) certificate of reasonably recent dates of the Secretary of the State of Rhode Island, certifying that Borrower is in good standing in such jurisdiction;
(c) evidence that Tenant maintains risk, hazard and fire insurance for the Property from an insurance company and in a form reasonably acceptable to Bank and Borrower;
(d) evidence of comprehensive general liability insurance (broad form COL endorsement) for the Property, naming Bank as lender's loss payable and additional insured;
(e) proof of filing of financing statements necessary to perfect the security interest of Bank granted pursuant to the mortgage on the Property as Bank shall require;
(f) ALTA Mortgagee's Policy of Title Insurance providing insurance coverage in the amount of $2,000,000 with respect to Bank's mortgage on the Property; and
(g) such other documents or instruments as Bank shall reasonably request at any time or from time to time.
Corporate and Other Documents. The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary (or where customary in the relevant jurisdiction of a Borrower, a director or directors or other Persons acceptable to the Administrative Agent) of each Borrower certifying the resolutions of the board of directors (or other appropriate management committee) of such Person and, to the extent required under applicable Law or the organizational documents of any Borrower the shareholders of each Borrower (or other appropriate governing body) and true and correct copies of the organizational and other constitutional documents of such Person certified where applicable by the appropriate Governmental Authority and the signatures and incumbency of the officers of such Person authorized to sign the Loan Documents to which it is a party, and such certificates and attachments thereto shall be in form and substance satisfactory to the Administrative Agent. The documents and certifications of the Secretary or an Assistant Secretary contemplated in this subsection may be included within the certificate contemplated by subsection 4.1(f) below.
Corporate and Other Documents. Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and the validity of this Agreement, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
Corporate and Other Documents. The Lender shall have received a certificate of the Secretary or Assistant Secretary of each Loan Party certifying (i) the resolutions of the board of directors (or other appropriate management committee) of such Person and, to the extent required under applicable Law or the organizational documents of such Person, the shareholders of such Person (or other appropriate governing body), in each case approving and adopting the Loan Documents to which it is a party, (ii) true and correct copies of the organizational and other constitutional documents of such Person certified where applicable by the appropriate Governmental Authority and (iii) the signatures and incumbency of the officers of such Person authorized to sign the Loan Documents to which it is a party, and such certificates and attachments thereto shall be in form and substance satisfactory to the Lender.
Corporate and Other Documents. 1.1.1 In relation to each Borrower:
(a) copies of the constitutional documents (including the Certificate of Incorporation and Memorandum and Articles of Association) of each Borrower;
(b) copies of all authorisations and board resolutions of the board of directors of each Borrower:
(i) approving the terms of, and the transactions contemplated by, the documents to be entered into in connection with the Additional Documents to which it is a party and authorising the execution, delivery and performance of such Additional Documents and the terms and conditions thereof;
(ii) authorising a specified person or persons to execute the Additional Documents to which it is a party on its behalf; and
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Additional Documents to which it is a party, in each case, accompanied by a certificate of an Authorised Signatory of the Borrower (including (A) an incumbency certificate attaching a list of the names, titles and specimen signatures of the persons authorised to sign the Additional Documents, all documents and notices to be delivered thereto or in connection therewith and to take any other action on its behalf in relation to the Additional Documents and (B) confirmation that all copy documents are true, correct, complete, up to date and in full force and effect); and
(c) a solvency certificate from each Borrower signed by two directors of that Borrower.
1.1.2 If required for the purposes of approving any loan, security or other arrangement which constitutes or might constitute financial assistance, as the term "financial assistance" is defined in section 152 of the Companies Act, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Borrowers, approving the terms of, and the transactions contemplated by, the Additional Documents.
1.1.3 If required for the purposes of approving any loan, security or other arrangement which constitutes or might constitute financial assistance, as the term "financial assistance" is defined in section 152 of the Companies Act, a copy of a resolution of the board of directors of each corporate shareholder in the Borrowers: Back to Contents
(a) approving the terms of the resolution referred to in paragraph 1.1.3 above for that shareholder; and
(b) authorising a specified person or persons to sign the resolution on its behal...
Corporate and Other Documents. 1.1 In relation to each Chargor:
1.1.1 copies of its constitutional documents;
1.1.2 copies of all authorisations, shareholders resolutions and board resolutions of its board of directors:
(a) approving the terms of, and the transactions contemplated by, the documents to be entered into in connection with the Additional Documents to which it is a party and authorising the execution, delivery and performance of such Additional Documents and the terms and conditions thereof;
(b) authorising a specified person or persons to execute the Additional Documents to which it is a party on its behalf; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Additional Documents to which it is a party, in each case, accompanied by a certificate of an Authorised Signatory of the Borrower or such Chargor, as applicable, (including (i) an incumbency certificate attaching a list of the names, titles and specimen signatures of the persons authorised to sign the Additional Documents, all documents and notices to be delivered thereto or in connection therewith and to take any other action on its behalf in relation to the Additional Documents and (ii) confirmation that all copy documents are true, correct, complete, up to date and in full force and effect); and
(d) a solvency certificate from the Borrower and each such Chargor signed by two Authorised Signatories of the Borrower or such Chargor (or, in the case of a Chargor with a sole director, one Authorised Signatory), as applicable.
Corporate and Other Documents. (a) Certificate of the Secretary of each of the Borrowers containing copies of resolutions of the Board of Directors and Stockholders of each of the Borrowers authorizing the execution, delivery and performance of this Agreement, the Loan and Security Documents, any document or instrument to be delivered pursuant hereto, and the transactions contemplated herein and therein, and identifying the officer or officers authorized to execute same and to make requests for Advances hereunder;
(b) Certificates of reasonably recent dates of the Secretary of the States of Florida and Delaware and the Tax Administrator of each of those States, certifying that each of the Borrowers is in good standing in such jurisdiction;
(c) Proof of filing of financing statements necessary to perfect the security interest of Lender granted pursuant to the Security Agreement referred to in SECTION 4.
1.1 as Lender shall require;
(d) Risk, hazard and fire insurance endorsements with respect to the interest of Lender as secured party of Borrowers, naming Lender as loss payee and additional insured, as applicable;
(e) Evidence of comprehensive general liability insurance (broad form CGL endorsement), naming Lender as loss payee and additional insured;
(f) Resolutions of the Board of Directors of Borrowers approving the Agreement and Plan of Merger, approving the Loan, and expressly acknowledging that Rxxxxx Xxxxxx, a stockholder of Mxxxxxxx and member of the Board of Directors of Mxxxxxxx, will be the chief executive officer of ST&R, and that his departure for any reason from the aforesaid position shall be an Event of Default (as hereinafter defined); and
(g) Such other documents or instruments as Lender shall reasonably request at any time or from time to time.
Corporate and Other Documents. Certified copies of the charter and by-laws (or equivalent documents) of each Obligor and of all corporate (or other) authority for each Obligor (including board of director or similar resolutions and evidence of the incumbency, including specimen signatures, of officers) with respect to the execution, delivery and performance of such of the Note Documents to which such Obligor is intended to be a party and each other document to be delivered by such Obligor from time to time in connection herewith and the Notes hereunder (each Investor may conclusively rely on such certificate until it receives notice in writing from such Obligor to the contrary).
Corporate and Other Documents. (i) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of each Borrower certifying the resolutions of the board of directors (or other appropriate management committee) of such Person and, to the extent required under applicable Law or the organizational documents of any Borrower the shareholders of each Borrower (or other appropriate governing body) and true and correct copies of the organizational and other constitutional documents of such Person certified where applicable by the appropriate Governmental Authority and the signatures and incumbency of the officers of such Person authorized to sign the Loan Documents to which it is a party, and such certificates and attachments thereto shall be in form and substance satisfactory to the Administrative Agent. The documents and certifications of the Secretary or an Assistant Secretary contemplated in this subsection may be included within the certificate contemplated by subsection 4.1(g) below.
(ii) The Administrative Agent shall have received a true and correct copy of the Lease, certified by an officer of the Company.
Corporate and Other Documents. The Administrative Agent shall have received a certificate of a Responsible Officer (or where customary in the relevant jurisdiction of a Borrower, a director or directors or other Persons acceptable to the Administrative Agent) of each Borrower attaching (i) the resolutions of the board of directors (or other appropriate management committee) of such Borrower (other than the German Borrower and the Singapore Borrower) and, in respect of the German Borrower and, to the extent required under applicable Law or the organizational documents of any other Borrower, such other Borrower, the shareholders of the German Borrower and such other Borrower (or other appropriate governing body), and in respect of the Singapore Borrower, true and correct copies of the resolutions of the board of directors of the Singapore Borrower, (ii) true and correct copies of the organizational and other constitutional documents of such Borrower certified where applicable by the appropriate Governmental Authority (which shall in respect of the German Borrower include, (A) an online extract from the commercial register (Handelsregister) of recent date, a copy of its articles of association (Gesellschaftsvertrag) and (B) a copy of the shareholder list (Gesellschafterliste), as filed with the commercial register (Handelsregister) relating to it) and (iii) the signatures and incumbency certificate of the Responsible Officers of such Borrower authorized to sign the Loan Documents to which it is a party, in each case, in form and substance satisfactory to the Administrative Agent.
