Common use of Corporate Authorization Documents Clause in Contracts

Corporate Authorization Documents. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Restatement Effective Date and executed by a secretary, assistant secretary or other Responsible Officer thereof, which shall (A) certify that (v) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party certified by the relevant authority of its jurisdiction of organization or incorporation, (w) such certificate or articles of incorporation, formation or organization (including, if applicable, any certificates of incorporation on a change of name) of such Loan Party attached thereto have not been amended (except as attached thereto) since the date reflected thereon, (x) attached thereto is a true and correct copy of the by-laws or operating, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the Restatement Effective Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect, (y) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, shareholders or other applicable governing body authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect and (z) in case of the Dutch Borrower, attached thereto is either (i) an unconditional positive works council advice (advies) and the related request for advice in respect of the transactions contemplated by the Loan Documents or (ii) a confirmation by the Dutch Borrower that no works council (ondernemingsraad) having jurisdiction over the Dutch Borrower has been installed and no works council will be installed in the foreseeable future, and (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories (including, if applicable, any attorneys) of such Loan Party authorized to sign the Loan Documents to which such Loan Party is a party on the Restatement Effective Date and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party from the relevant authority of its jurisdiction of organization (to the extent applicable).

Corporate Authorization Documents. The Administrative Agent shall have received (i) a certificate of each Loan Partythe Borrower, dated the Restatement Effective Closing Date and executed by a secretary, assistant secretary or other Responsible Officer managing director thereof, which shall (A) certify that (vx) attached thereto is a are true and complete copy copies of an extract from the Trade Register of the certificate or Dutch Chamber of Commerce as of a recent date for the Borrower and reflecting correct and up-to-date information and true and complete copies of the deed of incorporation (including its articles of incorporation, formation or organization association) of such Loan Party certified by the relevant authority of its jurisdiction of organization or incorporationBorrower, (wy) such certificate or articles of incorporation, formation or organization (including, if applicable, any certificates association of incorporation on a change of name) of such Loan Party the Borrower attached thereto have not been amended (except as attached thereto) since the date reflected thereon, and (x) attached thereto is a true and correct copy of the by-laws or operating, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the Restatement Effective Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect, (yz) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole membershareholders, shareholders supervisory board, or other applicable governing body (and, if applicable, a request for advice from the works council of the Borrower in respect of the transactions contemplated by the Loan Documents to which it becomes a party and a neutral or positive works council advice of the works council of the Borrower) authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect and (z) in case of the Dutch Borrower, attached thereto is either (i) an unconditional positive works council advice (advies) and the related request for advice in respect of the transactions contemplated by the Loan Documents or (ii) a confirmation by the Dutch Borrower that no works council (ondernemingsraad) having jurisdiction over the Dutch Borrower has been installed and no works council will be installed in the foreseeable futureeffect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories (including, if applicable, any attorneys) of such Loan Party the Borrower authorized to sign the Loan Documents to which such Loan Party the Borrower is a party on the Restatement Effective Date and (ii) a good standing (or equivalent) Closing Date. Such certificate shall also certify as of a recent date for such Loan Party from the relevant authority of its jurisdiction of organization (to the extent applicable)matters set forth in clause (g) of this Section 4.01.