Director’s Certificates a certificate (signed in each case by a duly authorised director) of each of the Borrowers and SCC and dated as of the Effective Date that, after making diligent enquiry, the directors are not aware that any Event of Default or Potential Event of Default under the MFA has occurred and is Continuing;
Director’s Certificates a certificate signed by any two (2) Directors on behalf of them all that any particular transaction or thing is expedient or commercially desirable and not detrimental to the interests of the Holders or as to any matter prima facie within their knowledge as sufficient evidence of such matter or the expediency or desirability of such transaction or thing; and
Director’s Certificates. A certificate from the Obligors’ Agent, New Bidco and the Third Party Security Provider (signed by an authorised signatory):
(i) certifying that each copy document relating to it specified in paragraphs (a) to (c) above is correct, complete and (to the extent executed) in full force and effect and has not been amended or superseded prior to the date of the Additional Facility Notice; and
(ii) confirming that, subject to the Guarantee Limitations, borrowing or guaranteeing or securing (as relevant) the Additional Facility Commitments would not cause any borrowing, guarantee or security limit (as relevant) binding on it to be exceeded.
Director’s Certificates a formalities certificate in customary form from each of the Company and MidCo, signed by an authorised signatory, certifying:
(i) that each copy document referred to in paragraphs (a) and (b) above is correct, complete and (to the extent executed) in full force and effect; and
(ii) that the borrowing, guaranteeing or securing, as appropriate of the Interim Commitments (in full) would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded, and, in respect of the Company, either:
(iii) a certificate of an authorised signatory of the Company certifying that:
(A) MidCo has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the Companies Act 2006 from the Company;
(B) no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of the Company’s shares, together with a copy of the “PSC register” (within the meaning of section 790C(10) of the Companies Act 2006) of the Company which is certified by an authorised signatory of the Company to be correct, complete and not amended or superseded as at a date no earlier than the date of this Agreement; or
(iv) a certificate of an authorised signatory of the Company certifying that the Company is not required to comply with Part 21A of the Companies Act 2006.
Director’s Certificates. Directors’ certificates from directors of the Borrower and each Guarantor (substantially in the form set out in Annexure B, Part A) other than the Sponsor who shall provide an Officer’s Certificate (substantially in the form set out in Annexure B, Part B).
Director’s Certificates a certificate (signed in each case by a duly authorised director) of each of SCTC Inc. SCTC (UK) and TCLTC and SCC that, after making diligent enquiry, the directors are not aware that any Event of Default or Potential Event of Default under the MFA has occurred and is Continuing.
(c) BANK MANDATES: such bank mandates, specimen signatures and similar documentation as each of Dresdner Bank AG in Hamburg and Rabobank International London Branch may require in order to enable each of the Facilities made available by it to be utilised by each of the Borrowers, duly signed on behalf of the relevant Borrower(s);
Director’s Certificates. At the time of the delivery of the financial statements provided for in Sections 6.01(a) and (b), a certificate of a director of the Borrower to the effect that no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof.
Director’s Certificates. The Lenders shall have received a certificate of the director of each Credit Party, each substantially in the form of Exhibit E, with respect to (i) the articles of incorporation or certificate of formation, as the case may be, of such Credit Party, (ii) the regulations, bylaws, operating agreement or limited partnership agreement, as the case may be, of such Credit Party, (iii) the resolutions of the board of directors, manager or general partner, as the case may be, of such Credit Party approving each Credit Document to which such Credit Party is a party and the other documents to be delivered by such Credit Party under the Credit Documents and the performance of the obligations of such Credit Party thereunder, and (iv) the names and true signatures of the officers of such Credit Party or such other persons authorized to sign each Credit Document to which such Credit Party is a party and the other documents to be delivered by it under the Credit Documents.
Director’s Certificates. The Security Trustee may call for and may accept as sufficient evidence of any fact or matter or of the expediency of any dealing, transaction, step or thing a certificate signed by any two directors or duly authorised officers of the Issuing Trustee or the Manager as to any fact or matter upon which the Security Trustee may, in the exercise of any of its duties, powers, authorities and discretions hereunder, require to be satisfied or to have information to the effect that in the opinion of the person or persons so certifying any particular dealing, transaction, step or thing is expedient and the Security Trustee shall not be bound to call for further evidence and shall not be responsible for any loss that may be occasioned by acting on any such certificate.
Director’s Certificates. On the Closing Date, New Borun and Golden Direction shall each deliver to China High and the Stockholders a certificate, executed by such company’s sole director certifying attached copies of (i) the organizational documents of such company and (ii) the resolutions of such company’s board of directors approving this Agreement and the transactions contemplated hereby.
