Corporate authorities. (i) Certified Copies of resolutions of the directors of the Borrower approving this Agreement and authorising the execution and delivery hereof and performance of the Borrower’s obligations hereunder, additionally certified by an officer of the Borrower as having been duly passed at a duly convened meeting of the directors of the Borrower and not having been amended, modified or revoked and being in full force and effect; and
(ii) original or Certified Copy of any power of attorney issued by the Borrower pursuant to such resolutions;
Corporate authorities. The Parties acknowledge and agree that the individuals who are members of the group that constitute the Corporate Authorities of the Village are entering into this Agreement in their capacities as members of such group and shall have no personal liability in their individual capacities.
Corporate authorities. A copy, certified by a director or the secretary of the Security Party or Commercial Party in question as true, complete, accurate and neither amended nor revoked, of a resolution of the directors of each Security Party and each Commercial Party (together, where appropriate, with signed waivers of notice of any directors' meetings) approving, and authorising or ratifying the execution of, those of the Security Documents to which that Security Party or that Commercial Party (as the case may be) is or is intended to be a party and all matters incidental thereto.
Corporate authorities. (i) Certified Copies of resolutions of the directors of each Security Party and, if required by the Agent, shareholders of the Borrower approving such of the Underlying Agreements and the Security Documents to which such Security Party is a party and authorising the execution and delivery thereof and performance of such Security Party’s obligations thereunder, additionally certified by an officer of such Security Party as having been duly passed at duly convened meetings of the directors and shareholders of such Security Party and not having been amended, modified or revoked and being in full force and effect; and
(i) originals or Certified Copies of any powers of attorney issued by any Security Party pursuant to such resolutions;
Corporate authorities evidence reasonably satisfactory to Fermi of the capacity and authority of each person executing the documents referred to in this Schedule 1 (Ozon Completion Obligations) on behalf of BVFVNL (including any power of attorney (if applicable));
Corporate authorities. (i) original, duly legalized resolutions of the directors of the Obligors (other than Rickmers and provided these are required by the relevant Obligor’s corporate documentation) and the shareholders of the Obligors (other than the Borrower and Rickmers and provided these are required by the relevant Obligor’s corporate documentation) approving such of this Second Supplemental Agreement and the Mortgage Addenda to which they are respectively a party and authorising the execution and delivery thereof and performance of their obligations thereunder, additionally certified by an officer of such Obligor as having been duly passed at a duly convened meeting of its directors and not having been amended, modified or revoked and being in full force and effect;
(ii) duly legalized originals of any powers of attorney issued by the Obligors (other than Rickmers) pursuant to the resolutions referred to under (i) of Clause 3.1.1 above or resolutions previously provided to the Agent in relation to the Facility Agreement which have not been revoked and remain in full force and effect; and
(iii) a duly legalized original certificate from a duly authorised officer of each Obligor (other than Rickmers)
(a) confirming that none of the constitutional documents and (if applicable) corporate authorities delivered to the Agent pursuant to the terms and conditions of the Facility Agreement have been amended or modified in any way since the date of their delivery to the Agent and that these (as applicable) remain in full force and effect or copies, certified by a duly authorised officer of such relevant company as true, complete, accurate and neither amended nor revoked, of any constitutional documents which have been amended or modified, (b) if applicable, certifying that each document relating to it specified under (i) and (ii) of Clause 3.
1.1. above is correct, complete and in full force and (c) setting out the names of the directors, officers and share capital of the relevant company;
Corporate authorities. (a) a list of directors and officers of the Borrower specifying the names and positions of such persons, certified by an officer of the Borrower to be true, complete and up to date;
(b) originals of resolutions of the directors and shareholders of the Borrower approving this Agreement and the Mortgage Addendum and authorising the execution and delivery hereof and thereof and performance of the Borrower’s obligations hereunder and thereunder, additionally certified by an officer of the Borrower as having been duly adopted by the directors and shareholders the Borrower and not having been amended, modified or revoked and being in full force and effect;
(c) an original or a certified copy of any power of attorney issued by the Borrower pursuant to such resolutions; and
(d) an original certificate, duly executed and legalised from a duly authorised officer of each Obligor (other than the Borrower)
(a) confirming that none of the constitutional documents and corporate authorities delivered to the Lender pursuant to the terms and conditions of the Loan Agreement have been amended or modified in any way since the date of their delivery to the Lender and that these (as applicable) remain in full force and effect and (b) listing its up to date directors, officers and shareholders;
Corporate authorities. Prior or on the date of the signing of this Agreement:
(a) a certificate of good standing or equivalent document issued by the competent authorities of the place of its incorporation in respect of the Borrower and the Guarantor;
(b) a recent certificate of incumbency of the Borrower and the Guarantor signed by the secretary or a director thereof;
(c) the Borrower and the Guarantor shall deliver to the Lender(s) a certified copy (certified by its Secretary/Director) of the resolutions of its board of directors approving and ratifying the terms of, and the transactions contemplated by, this Agreement and resolving the execution of this Agreement;
(d) the original of any power of attorney issued in favour of any person executing this Agreement on behalf of the Borrower and the Guarantor; and
(e) the Borrower shall deliver to the Lender(s) a certified copy (certified by its Secretary/Director) of the resolutions of its shareholder approving and ratifying the terms of, and the transactions contemplated by, this Agreement and resolving the execution of this Agreement.
Corporate authorities. (a) (If, in the opinion of the Lessor's Luxembourg counsel, the resolutions delivered under paragraph (d) of Part I of this Schedule are not sufficient for the purposes of issuance of its legal opinion required under paragraph 2 below) a copy of a supplemental resolution of the board of directors or managers (as applicable) of each of the Lessee Parties:
(i) approving the terms of, and the transactions contemplated by, the Operative Documents to which it is a party (and in the case of the Ultimate Shareholder, the Comfort Letter) and resolving that it executes the Operative Documents to which it is a party (and in the case of the Ultimate Shareholder, the Comfort Letter);
(ii) in case of the Lessee and the Lessee Parent, stating that the entry into and the execution of the Operative Documents to which each of the Lessee and the Lessee Parent is a party is in their best corporate interest;
(iii) authorising a specified person or persons to execute the Operative Documents to which it is a party on its behalf (and in the case of the Ultimate Shareholder, the Comfort Letter); and
(iv) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Operative Documents to which it is a party.
(b) In case of the Lessee and the Lessee Parent, a certificate issued by an authorised signatory of each of the Lessee and the Lessee Parent:
(i) certifying that each copy document relating to each of the Lessee or the Lessee Parent (as applicable) and specified in this Schedule 2 Part I and (if applicable) Part II is correct, complete and in full force and effect as at the Delivery Date and has not been amended or superseded;
(ii) confirming that each of the Lessee or the Lessee Parent (as applicable) is not subject to bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings; that it is not in a state of cessation of payments (cessation de paiements) and has not lost its commercial creditworthiness (ébranlement de crédit); that no application has been made by the Lessee or the Lessee Parent (as applicable) and, as far as the Lessee or the Lessee Parent (as applicable) are aware, by any other person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar...
Corporate authorities. The parties acknowledge and agree that the individuals who are members of the group that constitutes the Corporate Authority approving and/or signing this Agreement on behalf of the each of the parties are entering into this Agreement in their corporate capacity as members of such group and shall have no personal liability in their individual capacities.
