Corporate Certificates. The Company shall have delivered a copy of the Certificate of Incorporation of the Company, as in effect immediately prior to the Closing Date, certified by the Delaware Secretary of State and a certificate, as of the most recent practicable date, of the Delaware Secretary of State as to the Company's corporate good standing.
Corporate Certificates. The Lender shall have received:
(a) certified copies of the resolutions of the directors and/or members of the Obligors, which certificate will be dated as of the Effective Date, and approving, as appropriate, this Agreement and evidencing the authorization with respect thereto;
(b) a certificate of a senior officer of each Obligor, dated as of the Effective Date, and certifying (A) the name, title and true signature of each officer of such Obligor authorized to provide the certifications required pursuant to this Agreement, including certifications required pursuant to Section 5.1 and Borrowing Requests, and (B) that attached thereto is a true and complete copy of the constating or organizational documents of such Obligor as amended to date; and
(c) a Compliance Certificate dated as of the Original Closing Date or such earlier date acceptable to the Lender.
Corporate Certificates. A certificate of the secretary of each of the Borrower, Endeavor and Diamond (i) setting forth resolutions of its board of directors in form and substance satisfactory to the Agent and Agent’s counsel with respect to the unanimous authorization of this Agreement, the Notes and the Collateral Documents to which it is a party, (ii) attaching the articles of incorporation and bylaws of such Company, and (iii) setting forth the officers authorized to sign such instruments.
Corporate Certificates. The Agent shall have received:
(i) certified copies of the resolutions of the Board of Directors of the General Partner, and any other Credit Party which is a party to any Loan Document, dated as of the date hereof, and approving, as appropriate, the Loans, this Agreement and the other Loan Documents, and all other documents, if any, to which the Borrower or such other Credit Party is a party and evidencing corporate authorization with respect to such documents; and
(ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, and any other Credit Party which is a party to any Loan Document, dated as of the date hereof, and certifying (A) the name, title and true signature of each officer of such Person authorized to execute this Agreement and the other Loan Documents to which it is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement, including certifications required pursuant to Section 5.1 and Borrowing Requests, and (C) that attached thereto is a true and complete copy of the Certificate of Limited Partnership and Limited Partnership Agreement of the Borrower, and any other Credit Party which is a party to any Loan Document, as amended to date, and a recent certificate of status, certificate of compliance, good standing certificate or analogous certificate.
Corporate Certificates. The Company shall have delivered to Buyer (a) a copy of its certificate of incorporation, as in effect on and as of the Closing Date, certified by the Delaware Secretary, (b) a certificate, as of the most recent practicable date, of the Delaware Secretary as to its good standing, and (c) certificates, as of the most recent practicable date, as to 53 NY\7370590.17 its good standing from each foreign jurisdiction in which it is qualified to conduct business as a foreign corporation.
Corporate Certificates. (A) The Lessee shall have delivered to the Lessor and the Administrative Agent (1) a status certificate with respect to the Lessee’s existence in the State of New York from the Secretary of State of the State of New York, issued by such office no earlier than thirty (30) days prior to the Restatement Date and (2) a Responsible Officer’s Certificate of Lessee substantially in the form of Exhibit F-1, attaching and certifying as to (x) the limited liability company authority for the execution, delivery and performance by Lessee of each Operative Document to which it is or will be a party, (y) its organizational documents, and (z) the incumbency and signature of persons authorized to execute and deliver on its behalf the Operative Documents to which it is a party, (B) the Parent Guarantor shall have delivered to the Lessor and the Administrative Agent (1) a status certificate with respect to the Parent Guarantor’s existence in the State of New York from the Secretary of State of the State of New York, issued by such office no earlier than thirty (30) days prior to the Restatement Date and (2) a Responsible Officer’s Certificate of Parent Guarantor substantially in the form of Exhibit F-2, attaching and certifying as to (x) the corporate or other requisite organizational authority for the execution, delivery and performance by Parent Guarantor of each Operative Document to which it is or will be a party, (y) its organizational documents, and (z) the incumbency and signature of persons authorized to execute and deliver on its behalf the Operative Documents to which it is a party and (C) each Subsidiary Guarantor shall have delivered to the Lessor and the Administrative Agent (1) a good standing/status certificate with respect to such Subsidiary Guarantor from the Secretary of State (or similar public official) of such Subsidiary Guarantor’s jurisdiction of organization, issued by such office no earlier than thirty (30) days prior to the Restatement Date and (2) a Responsible Officer’s Certificate of such Subsidiary Guarantor substantially in the form of Exhibit F-3, attaching and certifying as to (x) the corporate or other organizational authority for the execution, delivery and performance by such Subsidiary Guarantor of each Operative Document to which it is or will be a party, (y) its organizational documents and (z) the incumbency and signature of persons authorized to execute and deliver on its behalf the Operative Documents to which it is a party.
Corporate Certificates. The Company shall have delivered a copy of the Articles of Incorporation of Company, as in effect immediately prior to the Closing Date, certified by the Pennsylvania Department of State and a certificate, as of the most recent practicable date, of the Pennsylvania Department of State as to the Company’s corporate good standing.
Corporate Certificates. The Trustee shall have received:
(a) certified copies of the resolutions of the Board of Directors approving, as appropriate, the issue of the Debentures, this Indenture and the other Indenture Documents, and all other documents, if any, to which the Corporation is a party and evidencing authorization with respect to such documents; and
(b) a certificate of the secretary, an assistant secretary, a director or equivalent of the Corporation, dated as of the date of this Indenture, and certifying (i) the name, title and true signature of each officer of the Corporation authorized to execute this Indenture and the other Indenture Documents to which it is a party, (ii) the name, title and true signature of each officer of the Corporation authorized to provide the certifications required pursuant to this Indenture, and (iii) that attached thereto is a true and complete copy of the articles of incorporation and bylaws, constitution or equivalent document of the Corporation, as amended to date, and a recent certificate of status, certificate of compliance, good standing certificate or analogous certificate.
Corporate Certificates. The Administrative Agents shall have received:
(i) certified copies of the resolutions of the board of directors, shareholders or other similar action of each Credit Party, dated as of the Restatement Effective Date (or such other date as is acceptable to the Administrative Agents), and approving, as appropriate, the Loans, this Agreement and the other Loan Documents, and all other documents, if any, to which such Credit Party is a party and evidencing corporate authorization with respect to such documents; and
(ii) a certificate of the Secretary or an Assistant Secretary of each Credit Party, dated as of the Restatement Effective Date (or such other date as is acceptable to the Administrative Agents), and certifying (A) the name, title and true signature of each officer of such Person authorized to execute this Agreement and the other Loan Documents to which it is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement, including certifications required pursuant to Section
5.1 and Borrowing Requests, and (C) that attached thereto is a true and complete copy of the articles of incorporation and bylaws of each Credit Party, as amended to such date, and a recent certificate of status, certificate of compliance, good standing certificate or analogous certificate.
Corporate Certificates. The Company shall have delivered a copy of the Articles of Incorporation of the Company, as in effect immediately prior to the Closing Date, certified by the Wisconsin Department of Financial Institutions, and a certificate, as of the most recent practicable date, of the Wisconsin Department of Financial Institutions as to the good standing of the Company.
