Common use of Corporate Documents; Proceedings Clause in Contracts

Corporate Documents; Proceedings. (a) On the Closing Date, the Bank shall have received (i) a certificate, dated the Closing Date, signed by the Secretary or any Assistant Secretary, and attested to by the President, any Vice President or the Treasurer of the Borrower, in the form of Exhibit B hereto with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws of the Borrower and the resolutions of the Borrower referred to in such certificate and (ii) a certificate of the Secretary of State of the State of Delaware certifying the good standing of the Borrower in such jurisdiction and listing all charter documents of the Borrower on file therewith. (b) All corporate and legal proceedings and all instruments and agreements in connection with the Transactions shall be satisfactory in form and substance to the Bank shall have received all information and copies of all documents and papers, including records of corporate proceedings and governmental approvals, if any, which the Bank reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities.

Appears in 2 contracts

Samples: Letter of Credit Reimbursement Agreement, Letter of Credit Reimbursement Agreement (Loral Space & Communications LTD)

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Corporate Documents; Proceedings. (ai) On the Closing Initial Borrowing Date, the Bank Administrative Agent shall have received (i) a certificate, dated the Closing Initial Borrowing Date, signed by the Secretary president or any Assistant Secretaryvice president of each Credit Party, and attested to by the President, secretary or any Vice President or the Treasurer assistant secretary of the Borrowersuch Credit Party, in the form of Exhibit B hereto F with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws of the Borrower such Credit Party and the resolutions of the Borrower such Credit Party referred to in such certificate certificate, and (ii) a certificate of the Secretary of State of foregoing shall be reasonably acceptable to the State of Delaware certifying the good standing of the Borrower in such jurisdiction and listing all charter documents of the Borrower on file therewithAgents. (bii) All corporate and legal proceedings and all instruments and agreements in connection with the Transactions transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Bank Agents and the Required Lenders, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings and proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Bank 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. (ai) On the Closing Datedate hereof, the Bank Lender shall have received (i) a certificate, dated the Closing Datedate hereof, signed by the Secretary or any Assistant Secretary, and attested to by the President, any Vice President or the Treasurer of the Borrower's secretary, in the form of Exhibit B hereto E with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws of the Borrower and the resolutions of the Borrower referred to in such certificate and (ii) a good standing certificate of the Secretary of State of the State of Delaware certifying the good standing of the Borrower in such jurisdiction and listing all charter documents of the Borrower on file therewithBorrower. (bii) All corporate and legal proceedings and all instruments and agreements in connection with the Transactions transactions contemplated in this Agreement and the other Credit Documents shall be satisfactory in form and substance to the Bank Lender, and the Lender shall have received all information and copies of all documents and papers, including records of corporate proceedings and governmental approvals, if any, which the Bank Lender reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities. The Term Note, and all of the certificates, legal opinions and other documents and papers referred to in this Section 4, unless otherwise specified, shall be delivered to the Lender at its Chief Executive Office and shall be satisfactory in form and substance to the Lender.

Appears in 1 contract

Samples: Credit Agreement (Atlas Air Worldwide Holdings Inc)

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Corporate Documents; Proceedings. (a) On the Closing Restatement Effective Date, the Bank Administrative Agent shall have received (i) a certificate, dated the Closing Restatement Effective Date, signed by the President or any Vice President of the Company, and attested to by the Secretary or any Assistant Secretary, and attested to by the President, any Vice President or the Treasurer Secretary of the BorrowerCompany, in the form of Exhibit B hereto F with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws of the Borrower Company and the resolutions of the Borrower Company referred to in such certificate certificate, and (ii) a certificate of the Secretary of State of foregoing shall be acceptable to the State of Delaware certifying Administrative Agent and the good standing of the Borrower Required Banks in such jurisdiction and listing all charter documents of the Borrower on file therewiththeir sole discretion. (b) All corporate and legal proceedings and all instruments and agreements in connection with the Transactions transactions contemplated by this Agreement and the other Documents shall be satisfactory in form and substance to the Bank 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 and proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Bank 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 (American Italian Pasta Co)

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