Corporate Documents and Proceedings Sample Clauses

Corporate Documents and Proceedings. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form attached hereto as Exhibit A, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization (provided that to the extent any Loan Party that is not a Significant Subsidiary is not in good standing, such failure could not reasonably be expected to have a Material Adverse Effect and such good standing certificate shall be delivered in accordance with Section 5.10).

Corporate Documents and Proceedings. The Administrative Agent shall have received (i) a certificate of Borrower, dated the Closing Date, substantially in the form attached hereto as Exhibit A, with appropriate insertions and attachments, including the certificate of incorporation of Borrower, and (ii) a long form good standing certificate for Borrower from its jurisdiction of organization.

Corporate Documents and Proceedings. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, in the case of the Borrower, substantially in the form attached hereto as Exhibit A-1, and, in the case of the Guarantors substantially in the form attached here to as Exhibit A-2, each with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Corporate Documents and Proceedings. The Lender shall have received from the Borrower a certificate of the Secretary or an Assistant Secretary or a duly authorized officer of such Borrower dated the Closing Date, substantially in the form of Exhibit C, certifying (A) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of such entity, authorizing the Loans hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Note to be executed by it, the other Loan Documents and any other documents required or contemplated hereunder or thereunder, the granting of the security interests contemplated hereby, the filing of the Cases and any other matters as requested by the Lender and (B) as to the incumbency and specimen signature of each officer of such entity executing this Agreement, the Note to be executed by it 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 such entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (c)).

Corporate Documents and Proceedings. The Administrative Agent shall have received on or before the Closing Date a certificate of the Secretary or an Assistant Secretary of the Account Party, dated the Closing Date, in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Participating Bank, certifying: (i) the names and true signatures of the officers of the Account Party authorized to sign each Loan Document to which it is a party and the other documents to be delivered by the Account Party hereunder; (ii) that attached thereto are true, correct and complete copies of (A) the Certificate of Incorporation and By-laws of the Account Party, in each case together with all amendments thereto, as in effect on such date; (B) the resolutions of the Board of Directors of the Account Party approving each Loan Document to which it is a party and the other documents to be delivered by or on behalf of the Account Party hereunder and thereunder; and (C) all documents evidencing other necessary corporate or other similar action, if any, with respect to the execution, delivery and performance by the Account Party of each Loan Document to which it is a party; (iii) that the resolutions referred to in the foregoing clause (ii)(B) have not been modified, revoked or rescinded and are in full force and effect on such date; and (iv) that attached thereto are true and correct copies of good standing certificates of the Account Party from the Secretary of State (or other appropriate governmental official) of the State of Delaware and the Commonwealth of Virginia.

Corporate Documents and Proceedings. The Agent shall have received for each of the Borrower and the Guarantors: (i) a copy of the certificate of incorporation of the Borrower and each Guarantor, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity set forth in clause (i) above and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of each entity set forth in clause (i) above dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, substantially in the form of Exhibit D, certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Notes to be executed by it, the Loan Documents and any other documents required or contemplated hereunder or thereunder, the granting of the security interests contemplated hereby, the filing of the Cases and any other matters as requested by the Agent, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement, the Notes to be executed by it 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 (iii)).

Corporate Documents and Proceedings. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, in the case of the Borrower, substantially in the form attached hereto as Exhibit A-1, and, in the case of the Guarantors substantially in the form attached here to as Exhibit A-2, each with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form (or, in the case of Loan Parties organized under the State of California, Illinois or Maine, a short form) good standing certificate for each Loan Party from its jurisdiction of organization.

Corporate Documents and Proceedings. The Administrative Agents shall have received for each Loan Party on the Original Closing Date, the date of execution of any Joinder or pursuant to the Geysers Transaction, a certificate of the Secretary or an Assistant Secretary or a duly authorized officer of each Loan Party dated the date of the initial Extension of Credit hereunder, in substantially the form attached hereto as Exhibit B, certifying (A) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors (or equivalent governing body) of such entity, authorizing the transactions contemplated hereby and (B) as to the incumbency and specimen signature of each officer (or other authorized signatory) of such entity executing this Agreement, the Notes to be executed by it 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 (or other authorized representative) of such entity as to the incumbency and signature of the officer (or other authorized representative) signing the certificate referred to in this clause (b)), provided that in connection with such certificates delivered prior to the Closing Date in connection with the Original Closing Date, the Joinder on [January 9, 2006] or the consummation of the Geysers Transaction, no information contained in or attached to such certificates shall have been amended or otherwise modified as of the Closing Date.

Corporate Documents and Proceedings. 1. Unanimous Written Consent of Mangers in Lieu of Meeting of LA GP dated January 20, 2004. 2. Resolutions of the Board of Managers of LA GP. 3. Unanimous Written Consent of Mangers in Lieu of Meeting of LG PL dated January 20, 2004. 4. Resolutions of the Board of Managers of LG PL. 5. Unanimous Written Consent of Mangers in Lieu of Meeting of LGM dated January 20, 2004. 6. Resolutions of the Board of Managers of XXX. 0. Unanimous Written Consent of Mangers in Lieu of Meeting of ETC Oasis GP dated January 20, 2004. 8. Resolutions of the Board of Managers of ETC Oasis GP.

Corporate Documents and Proceedings. EXHIBIT G GUARANTY THIS GUARANTY is made as of November 21, 1997, by_____________________ ___________________________________, a ___________________________________ ("Guarantor"), in favor of BANK ONE, TEXAS, N.A., a national banking association, as agent for Lenders, as such term is defined in the Credit Agreement described below (in such capacity "Agent").