Corporate Status and Proceedings. The Lessor shall have received:
(i) a certificate of good standing with respect to Lessee from the State of Delaware and a satisfactory certificate of status with respect to Lessee from the State of California, each dated no earlier than the 30th day prior to the Closing Date; and
(ii) a certificate of the Secretary or Assistant Secretary (or other authorized representative) of the Lessee, in form and substance reasonably satisfactory to the Lessor and attaching and certifying as to (A) the directors’ resolutions in respect of the execution, delivery and performance by the Lessee of each Operative Document to which it is or will be a party, (B) its certificate of incorporation and by-laws (or equivalent company documents), and (C) the incumbency and signatures of persons authorized to execute and deliver the Operative Documents on behalf of the Lessee.
Corporate Status and Proceedings. Agent, Lessor and each Assignee shall have received:
(i) a copy of the certificates of good standing with respect to Lessee from the appropriate Governmental Agency of the jurisdiction of its formation, dated no earlier than the 10th day prior to the Delivery Date; and
(ii) certificates of the Secretary or Assistant Secretary of Lessee, substantially in the form of Exhibit E, and attaching and certifying as to (A) the directors’ resolutions in respect of the execution, delivery and performance by Lessee of each Operative Document to which it is or will be a party, (B) its articles of incorporation and by-laws and (C) the incumbency and signatures of persons authorized to execute and deliver the Operative Documents on behalf of Lessee.
Corporate Status and Proceedings. Agent shall have received: --------------------------------
(i) certificates of existence and good standing with respect to Xxxxxx from the Secretary of State of the State of its incorporation, dated no earlier than the 15th day prior to the Tranche I Funding Date;
(ii) an Officer's Certificate of Lessee substantially in the form of Exhibit D, dated the Tranche I Funding Date, with respect to --------- representations and warranties and Events of Default or Incipient Defaults; and
(iii) a Certificate of the Secretary or Assistant Secretary of Lessee substantially in the form of Exhibit E, dated the Tranche I --------- Funding Date, with respect to Xxxxxx's governing documents, resolutions and incumbent officers.
Corporate Status and Proceedings. The Agents and each of the Participants shall have received:
(i) certificates of good standing with respect to the Lessee from the State of Delaware and the State of California, each dated no earlier than the thirtieth (30th) day prior to the Closing Date; and
(ii) a certificate of the Secretary or Assistant Secretary (or other Responsible Officer) of the Lessee, in form and substance reasonably satisfactory to the Agents and each of the Participants and attaching and certifying as to (A) the board of directors’ resolutions in respect of the execution, delivery and performance by the Lessee of each Operative Document to which it is or will be a party, (B) its certificate of incorporation and bylaws, and (C) the incumbency and signatures of persons authorized to execute and deliver the Operative Documents on behalf of the Lessee.
Corporate Status and Proceedings. On or prior to the Effective Date, Agent shall have received:
(a) certificates of existence and good standing with respect to Lessee from the Secretary of State of the State of its incorporation, dated no earlier than the 15th day prior to the Effective Date; and
(b) with respect to Lessee, a certificate from a Responsible Officer substantially in the form of Exhibit D, dated the Effective Date, with respect to the Lessees governing documents, resolutions and incumbent officers, representations and warranties and absence of defaults.
Corporate Status and Proceedings. The Agents and each of the Participants shall have received:
(i) certificates of full force and effect or good standing with respect to (1) the Lessee from the State of Ohio and the State of California and (2) each Guarantor from its relevant state of formation, organization or incorporation, each dated no earlier than the thirtieth (30th) day prior to the Closing Date;
(ii) a certificate of the Secretary or Assistant Secretary (or other Responsible Officer) of each Guarantor, in form and substance reasonably satisfactory to the Agents and each of the Participants and attaching and certifying as to (A) resolutions in respect of the execution, delivery and performance by such Guarantor of each Operative Document to which it is or will be a party, (B) its organizational documents, and (C) the incumbency and signatures of persons authorized to execute and deliver the Operative Documents on behalf of such Guarantor; and
(iii) a certificate of the Secretary or Assistant Secretary (or other Responsible Officer) of the Lessee, in form and substance reasonably satisfactory to the Agents and each of the Participants and attaching and certifying as to (A) resolutions in respect of the execution, delivery and performance by the Lessee of each Operative Document to which it is or will be a party, (B) its certificate of organization and operating agreement, and (C) the incumbency and signatures of persons authorized to execute and deliver the Operative Documents on behalf of the Lessee.
Corporate Status and Proceedings. Collateral Agent shall have received:
(a) certificates of existence and good standing with respect to Borrower and each Guarantor from the Secretary of State of the State of its incorporation or formation, as the case may be, and with respect to Borrower, from the Secretary of State in which the Mortgaged Property is located, in each case, dated no earlier than the 15th day prior to the Closing Date;
(b) an Officer's Certificate of Borrower substantially in the form of EXHIBIT E-1, dated the Closing Date, with respect to representations and warranties and absence of defaults;
(c) a Certificate of the Secretary or Assistant Secretary of Borrower substantially in the form of EXHIBIT E-2, dated the Closing Date, with respect to Borrower's governing documents, resolutions and incumbent officers;
(d) an Officer's Certificate of each Guarantor substantially in the form of EXHIBIT E-3, dated the Closing Date, with respect to representations and warranties and absence of defaults;
(e) a Certificate of the Secretary or Assistant Secretary of each Guarantor substantially in the form of EXHIBIT E-4, dated the Closing Date, with respect to such Guarantor's governing documents, resolutions and incumbent officers; and
(f) a Certificate of the Trust Company with respect to the Trust Company's governing documents, resolutions and incumbent officers.
Corporate Status and Proceedings. Lessor (except with respect to clauses (f), (g) and (h) below) and each Certificate Purchaser shall have received:
(a) on or prior to the Delivery Date, certificates of existence and good standing with respect to each Lessee, Parent Guarantor and each Subsidiary Guarantor from the Secretary of State of the State of its incorporation, and, with respect to (i) Apogee, West Virginia and Illinois, (ii) Catenary, West Virginia, and (iii) Parent Guarantor, Missouri, dated no earlier than the 15th day prior to such Delivery Date;
(b) on or prior to the Delivery Date, an Officer's Certificate of each Lessee substantially in the form of Exhibit E-1, dated the Delivery Date, with respect to representations and warranties and absence of defaults;
(c) on or prior to the Delivery Date, a Certificate of the Secretary or Assistant Secretary of each Lessee substantially in the form of Exhibit E-2, dated the Delivery Date, with respect to such Lessee's governing documents, resolutions and incumbent officers;
(d) on or prior to the Delivery Date, an Officer's Certificate of Parent Guarantor and each Subsidiary Guarantor substantially in the form of Exhibit E-3, dated the Delivery Date, with respect to representations and warranties and absence of defaults;
(e) on or prior to the Delivery Date, a Certificate of the Secretary or Assistant Secretary of Parent Guarantor and each Subsidiary Guarantor substantially in the form of Exhibit E-4, dated the Delivery Date, with respect to Parent Guarantor's or such Subsidiary Guarantor's, as the case may be, governing documents, resolutions and incumbent officers;
(f) on or prior to the Delivery Date, a certificate of the Comptroller of Currency dated as of a recent date with respect to the good standing of Certificate Trustee as a national banking association;
(g) on or prior to the Delivery Date, an Officer's Certificate of Certificate Trustee substantially in the form of Exhibit E-5, dated the Delivery Date, with respect to representations and warranties and absence of defaults; and
(h) on or prior to the Delivery Date, a Certificate of Certificate Trustee with respect to Certificate Trustee's governing documents, resolutions and incumbent officers.
Corporate Status and Proceedings. Lessor and each -------------------------------- Certificate Purchaser shall have received:
(i) on or before the Initial Advance Date, certificates of existence and good standing with respect to Lessee from the Secretary of State of the State of Ohio, and evidence of Lessee's qualification to do business in Pennsylvania, each dated no earlier than the fifteenth (15th) day before the Initial Advance Date;
(ii) on or before the Initial Advance Date, an Officer's Certificate of Lessee substantially in the form of Exhibit J, dated the --------- Initial Advance Date, with respect to Lessee's governing documents and resolutions, representations and warranties, absence of defaults and the effectiveness of, and the compliance by Lessee with, the Operative Documents; and
(iii) on or before the Initial Advance Date, a certificate of the Secretary or an Assistant Secretary of Lessee setting forth the name of the officer or officers of Lessee authorized to sign on behalf of Lessee this Lease and the other Operative Documents and other documents and certificates to be delivered by Lessee hereunder, together with the true signatures of such officer or officers, upon which certificate each Certificate Purchaser may rely conclusively until they shall have received a further certificate of the Secretary or an Assistant Secretary of Lessee amending the prior certificate and submitting the signatures of the appropriate officers named in such certificate.
Corporate Status and Proceedings. On or prior to the Delivery Date, each of the Participants, Agent and Certificate Trustee shall have received:
(i) certificates of existence and good standing with respect to Lessee and the General Partner from the Secretary of State of the state of its organization dated no earlier than the 30th day prior to the Delivery Date;
(ii) copies of Lessee's Certificate of Limited Partnership, certified by the Secretary of State of the state of its organization dated no earlier than the 30th day prior to the Delivery Date; and
(iii) certificates of the Secretary or Assistant Secretary of the general partner of Lessee, in form and substance satisfactory to Agent and the Participants, and attaching and certifying as to (A) the Lessee's limited partnership agreement, (B) the director's resolutions in respect of the execution, delivery and performance by Lessee of each Operative Document to which it is or will be a party, (C) the general partner's articles of incorporation and bylaws and (D) the incumbency and signatures of persons authorized to execute and deliver documents on behalf of Lessee.
