Common use of Corporate Documents; Proceedings Clause in Contracts

Corporate Documents; Proceedings. (a) On the Initial Borrowing -------------------------------- Date, the Agent shall have received a certificate, dated the Initial Borrowing Date, signed by the Chief Executive Officer, President, Chief Financial Officer, President or any Vice President of each Credit Party, and, to the extent required by the Agent, attested to by the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be acceptable to the Agent and the Required Banks in their sole discretion. (b) All corporate and legal proceedings and all instruments and agreements relating to the transactions contemplated by this Agreement and the other Documents shall be satisfactory in form and substance to the Agent and the Required Banks, and the Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Agent or the Required Banks 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 (Physician Health Corp)

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Corporate Documents; Proceedings. (a) On the Initial Borrowing -------------------------------- Date, the Administrative Agent shall have received a certificate, dated the Initial Borrowing Date, signed by the Chief Executive Officer, President, Chief Financial Officer, President or any Vice President of each Credit Party, and, to the extent required by the Agent, and attested to by the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws of such Credit Party and the resolutions or, consents or similar evidence of authority of such Credit Party referred to in such certificate, and the foregoing shall be acceptable to the Administrative Agent and the Required Banks in their sole discretion. (b) All corporate and legal proceedings and all instruments and agreements relating to the transactions contemplated by this Agreement and the other Documents shall be satisfactory in form and substance to the Administrative Agent and the Required Banks, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, limited liability company proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent or the Required Banks 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 (Ubiquitel Inc)

Corporate Documents; Proceedings. (ai) On the Initial Borrowing -------------------------------- Date, the Administrative Agent shall have received a certificate, dated the Initial Borrowing Date, signed by the Chief Executive Officer, President, Chief Financial Officer, President president or any Vice President vice president of each Credit Party, and, to the extent required by the Agent, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents including shareholder agreements, if any) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be reasonably acceptable to the Agent and the Required Banks in their sole discretionAgents. (bii) All corporate and legal proceedings and all instruments and agreements relating to in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Agent and the Required BanksAgents, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates (or equivalents thereof) and bring-down telegrams, if any, which the Agent or the Required Banks Agents 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 (Silgan Holdings Inc)

Corporate Documents; Proceedings. (a) On the Initial Borrowing -------------------------------- Date, the The Administrative Agent shall have received a from each Credit Party an officer’s certificate, dated the Initial Borrowing Effective Date, signed by the Chief Executive Officerchairman, Presidenta vice-chairman, Chief Financial Officer, President the president or any Vice President of each Credit Party, and, to the extent required by the Agent, attested to by the Secretary or any Assistant Secretary vice-president of such Credit Party, in and attested to by the form secretary or any assistant secretary of Exhibit F with appropriate insertionssuch Credit Party, together with copies of the Certificate certificate of Incorporation and Byincorporation, by-Laws laws or equivalent organizational documents of such Credit Party and the resolutions of such Credit Party referred to in such certificate, certificate and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be acceptable reasonably satisfactory to the Agent and the Required Banks in their sole discretionAdministrative Agent. (b) All corporate and legal Company proceedings and all instruments and agreements relating to in connection with the transactions contemplated by this Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Agent and the Required BanksAdministrative Agent, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and certificates, bring-down telegramscertificates and any other records of Company proceedings and governmental approvals, if any, which the Administrative Agent or the Required Banks reasonably may have requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate Company or governmental authorities.

Appears in 1 contract

Samples: Credit Agreement (Stonemor Partners Lp)

Corporate Documents; Proceedings. (a) On the Initial Borrowing -------------------------------- Date, the Agent shall have received a from each Credit Party an incumbency certificate, dated the Initial Borrowing Date, signed by the Chief Executive Officer, President, Chief Financial Officer, President or any Vice Vice-President of each such Credit Party, and, to the extent required by the Agent, and attested to by the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate certificate of Incorporation and Byincorporation, the by-Laws laws, or other organizational documents of each such Credit Party and the resolutions resolutions, or such other administrative approval, of each such Credit Party referred to in such certificate, certified by the Secretary or any Assistant Secretary of such Credit Party, and all of the foregoing shall be acceptable satisfactory to the Agent and the Required Banks in their sole discretionAgent. (b) All On the Initial Borrowing Date, all corporate and legal proceedings and all instruments and agreements relating to in connection with the transactions contemplated by this Agreement and the other Documents shall be satisfactory in form and substance to the Agent and the Required BanksAgent, and the Agent shall have received all information and copies of all certificates, documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegramsany other records of corporate proceedings and approvals, if any, which the Agent or the Required Banks may have requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or governmental authorities.

Appears in 1 contract

Samples: Credit Agreement (HCC Industries International)

Corporate Documents; Proceedings. (a) On the Initial Borrowing -------------------------------- Date, the Agent shall have received a certificate, dated the Initial Borrowing Date, signed by the Chief Executive Officer, President, Chief Financial Officer, President president or any Vice President vice president of each Credit Party, and, to the extent required by the Agent, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of such Credit Party, in the form of Exhibit F E with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be acceptable to the Agent and the Required Banks in their sole discretion. (b) All corporate and legal proceedings and all instruments and agreements relating to the transactions contemplated by this Agreement and the other Documents shall be satisfactory in form and substance to the Agent and the Required Banks, and the Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Agent or the Required Banks 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 (Moovies Inc)

Corporate Documents; Proceedings. (a) On the Initial Borrowing -------------------------------- Date, the Agent Agents shall have received a certificate, dated the Initial Borrowing Date, signed by the Chief Executive Officer, President, Chief Financial Officer, President or any Vice President of each Credit Party, and, to the extent required by the Agent, and attested to by the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit F E with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws of such Credit Party and the resolutions or, consents or similar evidence of authority of such Credit Party referred to in such certificate, and the foregoing shall be acceptable to the Agent Agents and the Required Banks in their sole discretion. (b) All corporate and legal proceedings and all instruments and agreements relating to the transactions contemplated by this Agreement and the other Documents shall be satisfactory in form and substance to the Agent Agents and the Required Banks, and the Agent Agents shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Agent Agents or the Required Banks 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 (Firstlink Communications Inc)

Corporate Documents; Proceedings. (a) On the Initial Borrowing -------------------------------- Effective Date, the Administrative and Collateral Agent shall have received a certificate, dated the Initial Borrowing Effective Date, signed by the Chief Executive Officer, President, Chief Financial Officer, any Executive Vice President or any Vice President of each Credit Party, and, to the extent required by the Agent, and attested to by the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit F E with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be acceptable to the Administrative and Collateral Agent and the Required Banks in their sole discretion. (b) All corporate and legal proceedings and all instruments and agreements relating to the transactions contemplated by this Agreement and the other Credit Documents shall be satisfactory in form and substance to the Administrative and Collateral Agent and the Required Banks, and the Administrative and Collateral Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvalsapprovals by any Governmental Authorities, good standing certificates and bring-bring- down telegrams, if any, which the Administrative and Collateral Agent or the Required Banks reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authoritiesGovernmental Authorities.

Appears in 1 contract

Samples: Credit Agreement (Apria Healthcare Group Inc)

Corporate Documents; Proceedings. (a) On the Initial Borrowing -------------------------------- Effective Date, the Agent shall have received a certificatecertificate from each Credit Party, dated the Initial Borrowing Effective Date, signed by the Chief Executive Officer, President, Chief Financial Officer, any Executive Vice President or any Vice President of each such Credit Party, and, to the extent required by the Agent, Party and attested to by the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the Certificate of Incorporation and Incorporation, By-Laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be acceptable to the Agent and the Required Banks in their sole its reasonable discretion. (b) On the Effective Date, the Agent shall have received bring-down certificates of all Credit Parties stating to the effect that each such Credit Party is in good standing in its respective state of incorporation and in those states where each such Credit Party conducts business. (c) All corporate and legal proceedings and all instruments and agreements relating to in connection with the transactions contemplated by this Agreement and the other Documents shall be satisfactory in form and substance to the Agent and the Required Banks, and the Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Agent or the Required Banks 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 (Tracor Inc /De)

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Corporate Documents; Proceedings. (a) On the Initial Borrowing -------------------------------- Restatement Effective Date, the Administrative Agent shall have received a certificate, dated the Initial Borrowing Restatement Effective Date, signed by the Chief Executive Officer, President, Chief Financial Officerany Executive Vice President, President any Senior Vice President, or any Vice President of each Credit Party, and, to the extent required by the Agent, Party and attested to by the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies (x) certifying that there were no changes, or providing the text of any changes, to the Certificate of Incorporation and By-Laws of such Credit Party and (y) the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be acceptable to the Administrative Agent and the Required Banks in their its sole discretion. (b) All corporate and legal proceedings and all instruments and agreements relating to 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 the Required Banks, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent or the Required Banks 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 (Coltec Industries Inc)

Corporate Documents; Proceedings. (a) On the Initial Borrowing -------------------------------- Date, the Agent shall have received a certificate, dated the Initial Borrowing Date, signed by the Chief Executive Officer, President, Chief Financial Officer, President president or any Vice President vice president of each Credit Party, and, to the extent required by the Agent, and attested to by the Secretary secretary or any Assistant Secretary assistant secretary of such Credit Party, in the form of Exhibit F E with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be acceptable to the Agent and the Required Banks in their sole discretion. (b) All corporate and legal proceedings and all instruments and agreements relating to the transactions contemplated by this Agreement and the other Documents shall be satisfactory in form and substance to the Agent and the Required Banks, and the Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Agent or the Required Banks may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities.con-

Appears in 1 contract

Samples: Credit Agreement (Video Update Inc)

Corporate Documents; Proceedings. (ai) On the Initial Borrowing -------------------------------- Funding Date, the Agent each Lender shall have received a certificate, dated the Initial Borrowing Funding Date, signed by the Chief Executive Officer, President, Chief Financial Officer, President or any Vice President of each Credit Loan Party, and, to the extent required by the Agent, and attested to by the Secretary or any Assistant Secretary of such Credit Loan Party, in the form of Exhibit EXHIBIT F with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws or partnership agreement (or equivalent organizational documents) of such Credit Loan Party and the resolutions of such Credit Loan Party referred to in such certificate, and the foregoing shall be acceptable to the Agent and the Required Banks Lenders in their sole discretion. (bii) All corporate and legal proceedings and all instruments and agreements relating to the transactions contemplated by this Agreement Agreement, the other Loan Documents and the other Documents shall be satisfactory in form and substance to the Agent and the Required BanksLenders, and the Agent each Lender shall have received all information and copies of all material documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Agent or the Required Banks such Lender 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: Senior Subordinated Loan Agreement (Helicon Capital Corp)

Corporate Documents; Proceedings. (a) On the Initial Borrowing -------------------------------- Restatement Effective Date, the Agent shall have received a certificate, dated the Initial Borrowing Restatement Effective Date, signed by the Chief Executive Officer, President, Chief Financial Officer, any Executive Vice President or any Vice President of each Credit PartyParty (other than limited partners of the Borrower), and, to the extent required by the Agent, and attested to by the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit F D with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws or Certificate of Limited Partnership of such Credit Party and the resolutions or similar evidence of authority of such Credit Party referred to in such certificate, and the foregoing shall be acceptable to the Agent and the Required Banks in their sole discretion. (b) All corporate or partnership and legal proceedings and all instruments and agreements relating to the transactions contemplated by this Agreement and the other Credit Documents shall be satisfactory in form and substance to the Agent and the Required Banks, and the Agent shall have received all information and copies of all documents and papers, including records of corporate or partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Agent or the Required Banks 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 (Staff Leasing Inc)

Corporate Documents; Proceedings. (a) On the Initial Borrowing -------------------------------- Restatement Date, the Agent shall have received from each Credit Party executing a document on the Restatement Date an incumbency certificate, dated the Initial Borrowing Restatement Date, signed by the Chief Executive Officer, President, Chief Financial Officer, President or any Vice Vice-President of each such Credit Party, and, and attested to the extent required by the AgentSecretary of any Assistant Secretary of such Credit Party, attested together with copies of the certificate of incorporation, the by-laws, or other organizational documents of each such Credit Party and the resolutions, or such other administrative approval, of each such Credit Party referred to in such certificate, certified by the Secretary or any Assistant Secretary of such Credit Party, in the form and all of Exhibit F with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and the foregoing shall be acceptable satisfactory to the Agent and the Required Banks in their sole discretionAgent. (b) All On the Restatement Date, all corporate and legal proceedings and all instruments and agreements relating to in connection with the transactions contemplated by this Agreement and the other Documents shall be satisfactory in form and substance to the Agent and the Required BanksAgent, and the Agent shall have received all information and copies of all certificates, documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegramsany other records of corporate proceedings and governmental approvals, if any, which the Agent or the Required Banks may have requested in connection therewith, such documents and papers papers, where appropriate appropriate, to be certified by proper corporate or governmental authorities.

Appears in 1 contract

Samples: Credit Agreement (Peebles Inc)

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