Common use of Corporate Authority Documents Clause in Contracts

Corporate Authority Documents. The Administrative Agent and the FILO B Documentation Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official); (ii) a certificate of the secretary or assistant secretary or similar officer of each Loan Party dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the by-laws (or limited partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of 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a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; (iii) a certificate of another Responsible Officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above.

Corporate Authority Documents. The Administrative Agent (or its counsel) and the FILO B Documentation Agent Consenting Lenders (or their counsel) shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official); (ii) a certificate of the secretary or assistant secretary or similar officer of each Loan Party dated the Closing Amendment Effective Date and certifying: (A) that attached thereto is a true and complete copy of the by-laws (or limited partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Amendment Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing (x) the execution, delivery and performance of this Amendment and the other Loan Documents to which such Person is a party and, in and (y) the case of the Borrower, the borrowings hereunderother Restructuring Transactions, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Amendment Effective Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (D) as to the incumbency and specimen signature of each officer executing this Amendment or any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; (iii) a certificate of another Responsible Officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above.

Corporate Authority Documents. The Administrative Agent and the FILO B Documentation Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official); (ii) a certificate of the secretary or assistant secretary or similar officer of each Loan Party dated the Closing Amendment Effective Date and certifying: (A) that attached thereto is a true and complete copy of the by-laws (or limited partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Amendment Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing (x) the execution, delivery and performance of this Amendment and the other Loan Documents to which such Person is a party and, in and (y) the case of the Borrower, the borrowings hereunderother Restructuring Transactions, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Amendment Effective Date, (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (D) as to the incumbency and specimen signature of each officer executing this Amendment or any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; (iii) a certificate of another Responsible Officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above.