Corporate or Limited Liability Company Authority. Agent shall have received, with a counterpart thereof for each Bank:
(a) For each Loan Party, a certificate of its Secretary, Assistant Secretary or member, as applicable, as to:
(i) resolutions of the board of directors or members of such Loan Party evidencing approval of the transactions contemplated by this Agreement, approval of this Agreement and the other Loan Documents to which such Loan Party is party and authorizing the execution and delivery thereof and in the case of the Company, the borrowing of Advances and the requesting of Letters of Credit hereunder,
(ii) the incumbency and signature of the officers or members of such Loan Party executing any Loan Document,
(iii) a certificate of good standing or continued existence (or the equivalent thereof) from the state of its organization, and from every state or other jurisdiction listed on Schedule 5.2 hereof if issued by such jurisdiction, subject to the limitations (as to qualification and authorization to do business) contained in Section 6.1, and
(iv) copies of such Loan Party’s articles of incorporation and bylaws or other constitutional documents, as in effect on the Effective Date;
Corporate or Limited Liability Company Authority. (i) Each of Parent, Merger Sub and Sister Subsidiary has all requisite corporate or limited liability company, as applicable, power and authority and has taken all corporate or limited liability company, as applicable, action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject only to receipt of the approval of Parent as the sole stockholder of Merger Sub and the Parent Required Statutory Approvals. This Agreement has been duly executed and delivered by Parent, Merger Sub and Sister Subsidiary and, assuming due authorization, execution and delivery by the Company, is a valid and legally binding agreement of Parent, Merger Sub and Sister Subsidiary, enforceable against each of Parent, Merger Sub and Sister Subsidiary in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(ii) The Boards of Directors of Parent and Merger Sub and the board of directors (or other governing body) of Sister Subsidiary have approved and adopted this Agreement and the transactions contemplated hereby (including, without limitation, the Mergers). Immediately following the execution of this Agreement, Parent, as the sole stockholder of Merger Sub and as the sole member of Sister Subsidiary, will approve this Agreement and the transactions contemplated hereby (including, without limitation, the Mergers).
Corporate or Limited Liability Company Authority. (a) Each of Vertex and the Buyers have all requisite corporate or limited liability company, as applicable, power and authority and have taken all corporate or limited liability company, as applicable, action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject only to receipt of the approval of Vertex as the sole member of Buyers and the Vertex Required Statutory Approvals. This Agreement has been duly executed and delivered by Vertex and the Buyers, and, assuming due authorization, execution and delivery by Sellers and the Equity Owner, is a valid and legally binding agreement of Vertex and Buyers, enforceable against each of Vertex and Buyers in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) Vertex and Buyers have taken all required actions under corporate or limited liability company law to approve and adopt this Agreement and the transactions contemplated hereby (including, without limitation, the Transaction).
Corporate or Limited Liability Company Authority. Agent shall have received, with a counterpart thereof for each Lender:
(a) For each Loan Party, a certificate of its Secretary, Assistant Secretary or member, as applicable, as to:
(i) resolutions of the board of directors or members of such Loan Party evidencing approval of the transactions contemplated by this Agreement, approval of this Agreement and the other Loan Documents to which such Loan Party is party and authorizing the execution and delivery thereof and in the case of the Company, the borrowing of Advances, (ii) the incumbency and signature of the officers or members of such Loan Party executing any Loan Document,
