Common use of Corporate Documents; Proceedings; Officers' Certificates Clause in Contracts

Corporate Documents; Proceedings; Officers' Certificates. (i) On the Effective Date, the Administrative Agent shall have received from each Credit Party a certificate, dated the Effective Date, signed by the Secretary or any Assistant Secretary of such Borrower, substantially in the form of Exhibit F-1, with appropriate insertions, together with copies of the certificate of incorporation and by-laws of such Credit Party and the resolutions of the Credit Party referred to in such certificate, and a certificate, dated the Effective Date, signed by the Senior Financial Officer of such Credit Party, substantially in the form of Exhibit F-2, and each of the foregoing shall be satisfactory to the Administrative Agent. (ii) All corporate proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be satisfactory in form and substance to the Administrative Agent, and, with respect to each Credit Party, the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings and governmental approvals (to the extent required under clause (d) below), which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities.

Appears in 1 contract

Samples: Credit Agreement (Artesyn Technologies Inc)

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Corporate Documents; Proceedings; Officers' Certificates. (i) On the Restatement Effective Date, the Administrative Agent shall have received from each Credit Party a certificate, dated the Restatement Effective Date, signed by the Secretary or any Assistant Secretary of such Borrower, substantially in the form of Exhibit F-1, with appropriate insertions, together with copies of the certificate of incorporation and by-laws of such Credit Party and the resolutions of the Credit Party referred to in such certificate, and a certificate, dated the Effective Date, signed by the Senior Financial an Authorized Officer of such Credit Party, substantially in the form of Exhibit F-2C with appropriate insertions, together with copies of the Certificate of Incorporation and each By-Laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate and the foregoing shall be satisfactory to the Administrative Agent. (ii) All On the Restatement Effective Date, all corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be satisfactory in form and substance to the Administrative Agent, and, with respect to each Credit Party, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates and any other records of corporate proceedings and governmental approvals (to the extent required under clause (d) below)approvals, if any, which the Administrative Agent reasonably -30- may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities.

Appears in 1 contract

Samples: Credit Agreement (Ametek Inc)

Corporate Documents; Proceedings; Officers' Certificates. (i) On the Effective Date, the The Administrative Agent shall have received from each Credit Party a certificate, dated the Effective Date, signed by a Responsible Officer, Secretary or Assistant Secretary of such Credit Party and attested to by the Secretary or any Assistant Secretary of such Borrower, substantially Credit Party in the form of Exhibit F-1, E with appropriate insertions, together with copies of the certificate Company Documents of incorporation and by-laws of such each Credit Party and the resolutions of the each Credit Party referred to in such certificate, authorizing and a certificate, dated approving the Effective Date, signed Borrowings and all other transactions contemplated by the Senior Financial Officer of such Credit Party, substantially in the form of Exhibit F-2this Agreement, and each of the foregoing shall be reasonably satisfactory in form and substance to the Administrative Agent. (ii) All corporate Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by in this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and, with respect to each Credit Party, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings Company proceedings, good standing certificates and governmental approvals (to the extent required under clause (d) below)approvals, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities.

Appears in 1 contract

Samples: Credit Agreement (Hvide Marine Inc)

Corporate Documents; Proceedings; Officers' Certificates. (i) On the Restatement Effective Date, the Administrative Agent shall have received from each Credit Party Borrower a certificate, dated the Restatement Effective Date, signed by the Secretary or any Assistant Secretary an Authorized Officer of such Borrower, substantially in the form of Exhibit F-1, C with appropriate insertions, together with copies of the certificate Certificate of incorporation Incorporation and byBy-laws Laws of such Credit Party Borrower and the resolutions of the Credit Party such Borrower referred to in such certificate, certificate and a certificate, dated the Effective Date, signed by the Senior Financial Officer of such Credit Party, substantially in the form of Exhibit F-2, and each of the foregoing shall be satisfactory to the Administrative Agent. (ii) All On the Restatement Effective Date, all corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be satisfactory in form and substance to the Administrative Agent, and, with respect to each Credit Party, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates and any other records of corporate proceedings and governmental approvals (to the extent required under clause (d) below)approvals, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities.

Appears in 1 contract

Samples: Credit Agreement (Ametek Inc/)

Corporate Documents; Proceedings; Officers' Certificates. (i) On the Effective Date, the Administrative Agent shall have received from each Credit Party a certificate, dated the Effective Date, signed by the Secretary or any Assistant Secretary of such Borrower, substantially in the form of Exhibit F-1, with appropriate insertions, together with copies of the certificate of incorporation and by-laws of such Credit Party and the resolutions of the Credit Party referred to in such certificate, and a certificate, dated the Effective Date, signed by the Senior Financial an Authorized Officer of such Credit Party, substantially in the form of Exhibit F-2C with appropriate insertions, together with copies of the Certificate of Incorporation and each By-Laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate and the foregoing shall be satisfactory to the Administrative Agent. (ii) All On the Effective Date, all corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be satisfactory in form and substance to the Administrative Agent, and, with respect to each Credit Party, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates and any other records of corporate proceedings and governmental approvals (to the extent required under clause (d) below)approvals, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities.

Appears in 1 contract

Samples: Credit Agreement (Ametek Inc/)

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Corporate Documents; Proceedings; Officers' Certificates. (i) On the Restatement Effective Date, the Administrative Agent shall have received from each Credit Party the Borrower a certificate, dated the Restatement Effective Date, signed by an Authorized Officer of the Secretary or any Assistant Secretary of such Borrower, substantially in the form of Exhibit F-1, C with appropriate insertions, together with copies of the certificate Certificate of incorporation Incorporation and byBy-laws Laws of such Credit Party the Borrower and the resolutions of the Credit Party Borrower referred to in such certificate, certificate and a certificate, dated the Effective Date, signed by the Senior Financial Officer of such Credit Party, substantially in the form of Exhibit F-2, and each of the foregoing shall be satisfactory to the Administrative Agent. (ii) All On the Restatement Effective Date, all corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be satisfactory in form and substance to the Administrative Agent, and, with respect to each Credit Party, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates and any other records of corporate proceedings and governmental approvals (to the extent required under clause (d) below)approvals, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities.

Appears in 1 contract

Samples: Credit Agreement (Ametek Inc/)

Corporate Documents; Proceedings; Officers' Certificates. (i) On the Effective Date, the Administrative The DIP Agent shall have received from each Credit Party a certificate, dated the Effective Date, signed by a Responsible Officer, Secretary or Assistant Secretary of such Credit Party and attested to by the Secretary or any Assistant Secretary of such Borrower, substantially Credit Party in the form of Exhibit F-1, E with appropriate insertions, together with copies of the certificate Certificate of incorporation Incorporation and byBy-laws Laws of such each Credit Party and the resolutions of the Board of Directors of each Credit Party referred to in such certificate, authorizing and a certificate, dated approving the Effective Date, signed commencement of the Cases and the Borrowings and all other transactions contemplated by the Senior Financial Officer of such Credit Party, substantially in the form of Exhibit F-2this Agreement, and each of the foregoing shall be satisfactory in form and substance to the Administrative DIP Agent. (ii) All corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by in this Agreement and the other DIP Credit Documents shall be satisfactory in form and substance to the Administrative DIP Agent, and, with respect to each Credit Party, and the Administrative DIP Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings and governmental approvals (to the extent required under clause (d) below)approvals, if any, which the Administrative DIP Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities.

Appears in 1 contract

Samples: Credit Agreement (Philip Services Corp)

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