Corporate Deliverables. The Administrative Agent shall have received from each Loan Party a certificate, executed by a Secretary or an Assistant Secretary or Director (or similar officer) of such Loan Party certifying that attached thereto: (i) is a true and complete copy of the resolutions adopted by the board of directors, board of managers or members of that entity authorizing the Borrowings hereunder or shareholders (as required pursuant to applicable law) of such Loan Party (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of this Agreement and the other Loan Documents to which such Loan Party is party and any other documents required or contemplated hereunder or thereunder, and the granting of the Liens contemplated hereby or the other Loan Documents (in each case to the extent applicable to such entity), and (B) in the case of the Borrower, the extensions of credit contemplated hereunder; (ii) is a true and complete copy of the formation documents and governing documents (or any document of similar import) of each Loan Party, and in the case of any entity organized in the United States, a certificate of the Secretary of State of the state of such entity’s incorporation or formation, dated as of a recent date, as to the charter documents on file in the office of such Secretary of State as in effect on the date of such certification; (iii) in respect of a U.S. Loan Party only, a certificate of good standing (or such other document of similar import) or letter confirming no outstanding fees or filings with respect to such Loan Party from the secretary of state (or comparable body), or the relevant companies’ registry of the jurisdiction in which such U.S. Loan Party is organized or incorporated, dated as of a recent date and (iv) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv));
Corporate Deliverables. The Administrative Agent shall have received (i) copies of the Organizational Documents of each Loan Party (including each amendment, supplement or other modification thereto) certified as of a date reasonably near the Sixth Amendment Effective Date as being a true, correct and complete copy thereof by the Secretary of State (or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized), if any or by a manager of such Loan Party, (ii) a certified copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Amendment, and the performance of the Amended Credit Agreement and the other Loan Documents after giving effect to this Amendment, certified as of the Sixth Amendment Effective Date by a Responsible Officer of such Loan Party as being in full force and effect without modification or amendment, and (iii) good standing certificates (or equivalent document to the extent such concept or a similar concept exists under the laws of such jurisdiction) for each Loan Party for each jurisdiction in which such Loan Party is organized and, in the case of each Loan Party incorporated in Ireland, a certificate of a Responsible Officer of such Loan Party, dated as of the Sixth Amendment Effective Date, confirming that entry into this Amendment and the documents referred to in Section 4(b) above does not constitute “financial assistance” which is prohibited by Section 82 of the Companies Xxx 0000 of Ireland;
Corporate Deliverables. (a) The Administrative Agent shall have received a certificate of the Secretary, an Assistant Secretary or another officer of each Credit Party (a) setting forth (i) resolutions of its board of directors or other applicable governing body with respect to the authorization of such Credit Party to execute and deliver this Amendment and the other Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the directors and/or officers of such Credit Party (y) who are authorized to sign the Loan Documents to which such Credit Party is a party and (z) who will, until removed from the board of directors or replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized directors and/or officers, and (iv) the articles or certificate of incorporation and bylaws or memorandum and articles of association (or other organizational documents) of such Credit Party, certified as being true and complete or (b) certifying that (i) there have been no changes to any of the organizational documents of such Credit Party attached to the prior certificate of such Secretary, Assistant Secretary or other officer of such Credit Party and (ii) the resolutions of such Credit Party attached to such prior certificate remain in full force and effect and authorize the execution and delivery of this Amendment and the other Loan Documents to which such Credit Party is a party and its entry into the transactions contemplated by such documents.
(b) The Administrative Agent shall have received certificates of the appropriate State agencies (or equivalent authority) and/or certificates of foreign qualification with respect to the existence, qualification and good standing of the Credit Parties.
(c) The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying that, after giving effect to the transactions contemplated hereby, (i) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Credit Parties, taken as a whole, will exceed the aggregate Debt of the Cred...
Corporate Deliverables. Collateral Agent shall have received a copy of resolutions of the governing body for Borrower evidencing approval of this Amendment.
Corporate Deliverables. The Successor Administrative Agent shall have received (i) a certificate of the Secretary of each Loan Party certifying (x) copies attached thereto of the resolutions of the board of directors or other applicable authorizing body or Person of such Loan Party authorizing and empowering certain officers of such Loan Party to effect such borrowings or other transactions hereunder as such officers may deem necessary or desirable for proper corporate purposes, subject to the limitations set forth in such resolutions, (y) copies attached thereto of the Certificate of Incorporation and by-laws (or similar organizational documents) of such Loan Party and (z) the names and true signatures of the officers of such Loan Party executing this Amendment by such Loan Party hereunder, (ii) a certificate from the relevant Secretary of State dated a date reasonably close to the Amendment No. 4 Effective Date to the good standing of and organizational documents filed by each Loan Party and (iii) a solvency certificate, in form and substance reasonably satisfactory to the Successor Administrative Agent, dated the Amendment No. 4 Effective Date and signed by a Financial Officer of Intermediate Holdings.
Corporate Deliverables. The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Parent, OP LLC, the Borrower and each other Guarantor setting forth (a) resolutions of its board of directors or other appropriate governing body with respect to the authorization of the Parent, OP LLC, the Borrower or such Guarantor to execute and deliver this Eleventh Amendment and to enter into the transactions contemplated hereby, (a) a certificate of incumbency of all officers of Parent, OP LLC, the Borrower and each other Guarantor and each other Credit Party who will be authorized to execute or attest to any Loan Document, including this Third Amendment, and (a) the articles or certificate of incorporation and by-laws or other applicable organizational documents of the Parent, OP LLC, the Borrower and such Guarantor, certified as being true and complete.
Corporate Deliverables. The Administrative Agent shall have received (i) a certificate of the Secretary of each Loan Party certifying (x) copies attached thereto of the resolutions of the board of directors or other applicable authorizing body or Person of such Loan Party authorizing and empowering certain officers of such Loan Party to effect such borrowings or other transactions hereunder as such officers may deem necessary or desirable for proper corporate purposes, subject to the limitations set forth in such resolutions, (y) copies attached thereto of the Certificate of Incorporation and by-laws (or similar organizational documents) of such Loan Party and (z) the names and true signatures of the officers of such Loan Party executing this Amendment by such Loan Party hereunder, substantially in the form of Exhibit E to the Amended Credit Agreement, and (ii) a certificate from the relevant Secretary of State dated a date reasonably close to the Amendment No. 1 Effective Date to the good standing of and organizational documents filed by each Loan Party.
Corporate Deliverables. The Administrative Agent shall have received (i) copies of the Organizational Documents of each Loan Party (including each amendment, supplement or other modification thereto) certified as of a date reasonably near the Effective Date as being a true, correct and complete copy thereof by the Secretary of State (or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized), if any or by a manager of such Loan Party, (ii) a certified copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Amendment, and the performance of the Amended Credit Agreement and the other Loan Documents after giving effect to this Amendment, certified as of the Effective Date by a Responsible Officer of such Loan Party as being in full force and effect without modification or amendment, and (iii) good standing certificates (or equivalent document to the extent such concept or a similar concept exists under the laws of such jurisdiction) the for each Loan Party for each jurisdiction in which such Loan Party is organized and, in the case of each Loan Party incorporated in Ireland, a certificate of a Responsible Officer of such Loan Party, dated as of the Effective Date, confirming that entry into this Amendment and the documents referred to in Section 3(b) above does not constitute “financial assistance” which is prohibited by Section 82 of the Companies Xxx 0000 of Ireland;
Corporate Deliverables. Collateral Agent shall have received:
(i) the Operating Documents and good standing certificates of each Borrower certified by the Secretary of State (or equivalent agency) of such New Borrower’s jurisdiction of organization or formation and each jurisdiction in which each New Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Amendment Effective Date;
(ii) a copy of resolutions of the governing body for Borrower evidencing approval of the Amendment and other transactions evidenced by the Loan Documents; and
(iii) duly executed original officer’s certificates for New Borrower certifying as to (1) the incumbency of each Responsible Officer executing each Loan Document and (2) the documents delivered pursuant to Section 4(e) and 4(f), in a form reasonably acceptable to Collateral Agent and the Lenders.
Corporate Deliverables. The Parent shall have received a certificate of the Secretary of the Company dated as of the Closing Date, in form and substance reasonably satisfactory to the Parent as to (i) the Company Constituent Documents and the Company being in good standing (including attaching the Company Constituent Documents) and certificates of good standing dated not more than five Business Days prior to the Closing issued by the Secretary of State of the State of Nevada and confirmation of good standing from the State of North Carolina; (ii) the resolutions adopted by the Company Managers adopting this Agreement and approving the transactions contemplated hereby, including the Mergers; and (iii) the incumbency and signatures of the Company Managers executing this Agreement, the Transaction Documents to which the Company is a party and the other agreements, documents and instruments executed by or on behalf of the Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby.
