Execution and Delivery of Documents. IT WAS RESOLVED that: (a) it would promote the success of the Company for the benefit of its members as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture; (b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved; (c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit); (d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded; (e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be); (f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company: (i) those Documents to which the Company is a party and which require execution as a deed; (ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit; (g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement; (h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above; (i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and (j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respects.
Appears in 3 contracts
Samples: Interim Facilities Agreement, Interim Facilities Agreement, Interim Facilities Agreement
Execution and Delivery of Documents. IT WAS RESOLVED thatSuch Purchaser shall have received the following, each to be dated the Date of Closing unless otherwise indicated:
(ai) it would promote the success Note(s) to be purchased by such Purchaser;
(ii) a favorable opinion of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, special counsel for the Obligors (or such other counsel designated by the Obligors and acceptable to each Purchaser) satisfactory to each Purchaser and substantially in the form of Exhibit C attached hereto and as to such other matters as a Purchaser may reasonably request. The Obligors hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand and agree that each Purchaser will and hereby is authorized to rely on such opinion;
(iii) the Articles/Certificate of Incorporation of each of the Company for Obligors, each certified as of a recent date by the benefit Secretary of its members State of their respective jurisdictions of incorporation;
(iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries;
(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, certifying as to the names, titles and true signatures of the officers of the Obligors authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder;
(vi) a whole to enter into certificate of the Secretary of each of the Obligors (A) attaching resolutions of the board of directors (or similar governing body) of the Obligors evidencing approval of the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities this Agreement and the security as set out in the Interim Debenture;
(b) the terms issuance of the transactions Notes and matters contemplated by each Document be and they are hereby approved;
(c) the execution, delivery and performance on behalf thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Obligors have been commenced or are contemplated;
(vii) an Officer’s Certificate from the Company certifying that the conditions specified in paragraphs 3F, 3H and 3I have been satisfied;
(viii) corporate good standing certificates as to each Obligor from their respective jurisdictions of organization;
(ix) a solvency certificate, dated as of the Company of any Closing Date and signed by the chief financial officer of the Documents to which Company, confirming that the Company is Solvent, and the Company and its Subsidiaries on a party be consolidated basis, are Solvent before and it is hereby authorised (in after giving effect to the form sale of the drafts produced to Notes and any other extensions of credit on the meeting or with such amendments thereto as Closing Date and the person executing or sealing them pursuant to consummation of the authority conferred by these resolutions may in their absolute discretion think fitother transactions contemplated herein (including the Closing Date Acquisition);
(dx) each director (i) audited financial statements of (A) the Company and its Subsidiaries for the period ending December 31, 2013 and (B) Progressive Finance and its Subsidiaries, for the period ending December 31, 2012, (ii) unaudited financial statements of Progressive Finance and its Subsidiaries, for the month ending January 31, 2014 and (iii) financial projections for the Company and its Subsidiaries after giving effect to the Closing Date Acquisition, the sale of the Company (each an “Authorised Signatory”) acting alone be Notes and is hereby authorised to sign the other extensions of credit on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (Closing Date, in each case in on a pro forma basis (but only to the extent such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting financial projections are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case required to be conclusively evidenced by his signing such document or witnessing delivered under the affixation of the Company's seal thereto or execution of such document as a deed (as the case may beSunTrust Agreement);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company:
(i) those Documents to which the Company is a party and which require execution as a deed;
(ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit;
(g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement;
(h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above;
(i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and
(jxi) all acts and things heretofore done by any Authorised Signatory such additional documents or by any employees certificates with respect to such legal matters or agents of the Company and any subsidiary corporate or any of its subsidiaries, on or before the date hereof in connection with other proceedings related to the transactions contemplated hereby as may be reasonably requested by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respectssuch Purchaser.
Appears in 3 contracts
Samples: Note Purchase Agreement (Aaron's Inc), Note Purchase Agreement (Aaron's Inc), Note Purchase Agreement (Aaron's Inc)
Execution and Delivery of Documents. IT WAS RESOLVED that:
(a) it would promote the success of the Company for the benefit of its members as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim DebentureLimited Recourse Third Party Share Charge;
(b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved;
(c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit);
(d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company:
: (i) those Documents to which the Company is a party and which require execution as a deed;
(ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit;
(g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement;
(h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above;
(i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and
(j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respects.
Appears in 1 contract
Execution and Delivery of Documents. IT WAS RESOLVED thatThe Purchasers shall have received the following, each of which shall be originals, or telecopies or other electronically transmitted copies as agreed to by the Purchasers (in each case followed promptly by originals), and unless otherwise specified, each properly executed by a Responsible Officer of the signing Credit Party and dated the Agreement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Agreement Effective Date) and each in form and substance satisfactory to the Purchasers:
(ai) it would promote duly executed counterparts of this Agreement and the success Guaranty Agreement, duly executed by all parties thereto, sufficient in number for distribution to each Purchaser and the Company;
(ii) The Notes, amended in the form of Exhibit A-1 and Exhibit A-2 hereto;
(iii) duly executed counterparts of the Company Security Agreement, together with:
(A) proper financing statements (as defined in the UCC) in form appropriate for filing under the UCC of all jurisdictions that the Purchasers may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement.
(B) completed requests for information, dated on or before the Agreement Effective Date, listing all effective financing statements filed that name any Credit Party as debtor (including any legal name of the Credit Parties used during the past five (5) years) filed with the appropriate UCC filing office in any jurisdiction reasonable requested by the Purchasers, together with copies of such financing statements.
(C) Certificates, if any, representing all equity interests of the Credit Parties accompanied by undated stock powers executed in blank or registered in the name of such nominee or nominees as the Collateral Agent shall specify, as the Purchasers may request.
(D) originals of all instruments required by the Security Agreement, together with duly executed undated endorsements in blank affixed thereto, as the Purchasers may request,
(E) evidence that all other actions, recordings and filings required by the Security Agreement, or that the Purchasers may deem necessary or desirable in order to perfect or protect the Liens created under the Security Agreement have been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements, and filings or recordings with the United States Copyright Officer or the United States Patent and Trademark Office);
(iv) Mortgages covering all owned real property of the Credit Parties (other than real property located in the Commonwealth of Virginia and the residential home located at 000 Xxxxxxx Xxxxxx, High Point, North Carolina 27261), duly executed by the appropriate Credit Party, together with (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Purchasers may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of its members the holders of the Notes and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid, and (B) the Mortgaged Property Support Documents;
(v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as the Purchasers may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a whole Responsible Officer in connection with this Agreement and the other Note Documents to enter into which such Credit Party is a party or is to be a party;
(vi) such documents and certifications as the Purchasers may reasonably require to evidence that each Credit Party is duly organized or formed, and that each Credit Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vii) favorable opinions of counsel to the Credit Parties, addressed to the Purchasers, addressing such matters concerning the Credit Parties and the Note Documents as the Purchasers may reasonably request, including without limitation the enforceability of the Note Documents, and the creation and perfection of Liens contemplated by this Agreement. The Company hereby directs each such counsel to deliver such opinion, and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinion;
(viii) a certificate of a Responsible Officer of each Credit Party (A) either (1) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Credit Party of the transactions contemplated by the Documents hereby and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture;
(b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved;
(c) the execution, delivery and performance by such Credit Party and the validity against such Credit Party of the Note Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (2) stating that no such consents, licenses or approvals are so required, and (B) certifying that no action, suit, investigation or proceeding is pending or, to the knowledge of such Credit Party, threatened in any court or before any arbitrator or governmental authority which could reasonably be expected to result in any material adverse change in the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole;
(ix) a certificate signed by a Responsible Officer of the Company certifying (A) the representations and warranties contained in paragraph 8 shall be true on and as of the Agreement Effective Date in all material respects; (B) there shall exist no Event of Default or Default on the Agreement Effective Date after giving effect to the provisions of this Agreement; and (C) that, except as set forth on Schedule 8B, there shall have been no event or circumstance since the date of the audited financial statements of the Company delivered pursuant to paragraph 5A that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;
(x) evidence that all insurance required to be maintained pursuant to the Note Documents has been obtained and is in effect, together with the certificates of insurance, naming the Purchasers as additional insureds under liability insurance policies and the Collateral Agent, on behalf of the Company of any holders of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting Notes, as an additional insured or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit);
(d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agreeloss payee, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be), under all insurance casualty and property policies maintained with respect to the assets and properties of the Credit Parties that constitute Collateral;
(fxi) evidence that any two directorsLiens on the Collateral, or a director other than Liens permitted under paragraph 6C(1), shall have been terminated and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company:
(i) those Documents to which the Company is a party and which require execution as a deedreleased;
(iixii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form duly executed counterparts of the drafts produced to Collateral Agency Agreement appointing the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit;
(g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement;
(h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above;
(i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutionsCollateral Agent; and
(jxiii) all acts and things heretofore done by any Authorised Signatory such other assurances, certificates, documents, consents or by any employees or agents of opinions as the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respectsPurchasers reasonably may require.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Stanley Furniture Co Inc.)
Execution and Delivery of Documents. IT WAS RESOLVED thatSuch Purchaser shall have received duly executed, original or certified copies of the following documents, each to be dated the applicable Closing Day unless otherwise indicated:
(ai) it would promote the success Note(s) to be purchased by such Purchaser.
(ii) a favorable opinion of Xxxxxxx X. Xxxxxx, General Counsel of the Company for and the benefit Guarantor (or such other counsel designated by the Company and the Guarantor and acceptable to Prudential) satisfactory to Prudential and substantially in the form of its members Exhibit D attached hereto and as to such other matters as such Purchaser may reasonably request. Each of the Company and the Guarantor hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a whole reconfirmation of such direction, and understands and agrees that the Purchasers will and are hereby authorized to enter into rely on such opinion.
(iii) the Certificate of Incorporation of the Company and the Guarantor, each certified as of a recent date by the Secretaries of State of the State of Delaware and the Commonwealth of Massachusetts, respectively, and the Bylaws of the Company and the Guarantor certified by their respective Secretaries.
(iv) an incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantor certifying as to the names, titles and true signatures of the officers of the Company and the Guarantor authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(v) certificate of the Secretary of the Company and the Guarantor (A) attaching resolutions of the Board of Directors of the Company and the Guarantor evidencing approval of the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities this Agreement and the security as set out in Guaranty and the Interim Debenture;
(b) the terms issuance of the transactions Notes and matters contemplated by each Document be the Guaranty and they are hereby approved;
(c) the execution, delivery and performance on behalf of the Company of any of the Documents thereof, and authorizing certain officers to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit);
(d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any the same, and all other documentscertifying that such resolutions were duly and validly adopted at a meeting duly held and such resolutions have not since been amended, instrumentsrevoked or rescinded, certificates, notices and confirmations (B) certifying that the Interim Lenders no dissolution or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of liquidation proceedings as to the Company in its capacity as a shareholderor the Guarantor have been commenced or are contemplated, and (C) identifying and which is approved by the person attaching any proposed or persons so authorised and executing each such other agreement effected amendments to or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing changes in the presence Certificate of a witness be and they are hereby authorised to sign on behalf of the Company:
(i) those Documents to which the Company is a party and which require execution as a deed;
(ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit;
(g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement;
(h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above;
(i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and
(j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents Incorporation of the Company and any subsidiary the Guarantor since the date of the certified copies thereof provided pursuant to clause (iii) above or, if none, so certifying.
(vi) an Officer's Certificate of the Company and the Guarantor certifying that (A) the representations and warranties contained in paragraph 8 shall be true on and as of the Closing Day, except to the extent of changes caused by the transactions herein contemplated; (B) there shall exist on the date of closing no Event of Default or Default; and (C) no condition, event or act that has or would materially and adversely affect its business, property or assets, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole has occurred since December 30, 2000 nor is threatened or reasonably likely to occur.
(vii) good standing certificates as to (A) the Company, from the Commonwealth of Massachusetts and (B) the Guarantor, from the State of Delaware.
(viii) certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company, the Guarantor or any Subsidiary (under its present name and previous names) as debtor and which are filed in the offices of its subsidiaries, on the Secretaries of State of the Commonwealth of Massachusetts and the State of Delaware together with copies of such financing statements.
(ix) Additional documents or before the date hereof in connection certificates with respect to such legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respectssuch Purchaser.
Appears in 1 contract
Execution and Delivery of Documents. IT WAS RESOLVED that:
(a) it would promote the success The Company shall have delivered, or cause to be delivered, to Prudential duly executed, original or, if satisfactory to Prudential, certified or other copies of the Company following documents, each to be dated the date of closing unless otherwise indicated, and, on the date of closing in full force and effect with no event having occurred and being then continuing that would constitute a default thereunder or constitute or provide the basis for the benefit of its members as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture;
(b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved;
(c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit);
(d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Companytermination thereof:
(i) those Documents to which the Company is a party and which require execution as a deedNote in substantially the form of EXHIBIT A attached hereto;
(ii) any a favorable opinion of Benesch, Friedlander, Coplxx & Aronxxx, XXP special counsel to the Company, satisfactory to Prudential and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, substantially in the form of EXHIBIT B attached hereto. The Company hereby directs such counsel to deliver such opinion, agrees that the drafts produced issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that Prudential will and is hereby authorized to the meeting or in rely on such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fitopinion;
(giii) a Secretary's Certificate signed by the Parent Secretary or an Assistant Secretary and one other officer of the Company certifying, among other things, (A) as to the names, titles and true signatures of the officers of the Company authorized to sign this Agreement, the Note and the other documents to be authorised delivered in connection with this Agreement, (B) that attached as Exhibit A thereto is a true, accurate and complete copy of the Articles of Incorporation of the Company, certified by the Secretary of State of Ohio as of a date not more than fifteen Business Days from the date of closing, (C) that attached as Exhibit B thereto is a true, accurate and complete copy of the Company's Code of Regulations which were duly adopted and are presently in effect and have been in effect immediately prior to act and at all times since the adoption of the resolutions referred to in clause (D) below, (D) that attached as agent Exhibit C thereto is a true, accurate and complete copy of the resolutions of the Company's Board of Directors duly adopted at a meeting of the Company's Board of Directors, and such resolutions have not been rescinded, amended or modified and (E) that attached as Exhibit D thereto is a good standing certificate for the Obligors in connection and in accordance with Company from the Interim Facilities AgreementSecretary of State of Ohio;
(hiv) each Authorised Signatory an Officer's Certificate certifying that (A) the representations and warranties contained in paragraph 8 shall be true on and is hereby authorised to delegate in writing to any person all or any as of the functions described in paragraphs (c), (d), (e) or (f) above;
(i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes date of, the foregoing resolutions; and
(j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respects.
Appears in 1 contract
Samples: Note Purchase Agreement (Corrpro Companies Inc /Oh/)
Execution and Delivery of Documents. IT WAS RESOLVED that:
(a) it would promote Each Purchaser shall have received the success following, each to be dated the date of execution and delivery thereof unless otherwise indicated, and each to be in form and substance satisfactory to such Purchaser and executed and delivered by each of the Company for the benefit of its members parties thereto, as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture;
(b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved;
(c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit);
(d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Companyapplicable:
(i) those Documents to which This Amendment, dated as of the Company is a party and which require execution as a deed;Amendment No. 1 Effective Date.
(ii) any A certificate of a Responsible Officer, dated as of the Amendment No. 1 Effective Date, certifying that (A) the representations and all deeds which may be required pursuant warranties contained in this Amendment and the Agreement, as amended hereby, are true and correct on and as of the Amendment No. 1 Effective Date, except to or in connection with the Documents or the Acquisitionextent that such representations and warranties specifically refer to an earlier date, in each casewhich case they shall be true and correct as of such earlier date, in the form (B) no Event of Default or Default exists as of the drafts produced to date thereof and (C) all of the meeting or conditions specified in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit;this paragraph 7 have been met.
(giii) A certificate of the Secretary or an Assistant Secretary of the General Partner, dated as of the Amendment No. 1 Effective Date, certifying (A) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement;
(h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above;
(i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and
(j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents existence of the Company and any subsidiary the General Partner, (B) the Company Partnership Agreement, (C) the Company’s and General Partner’s organizational documents, (D) the resolutions of the General Partner approving this Amendment, the documents to be executed by the Company described in this paragraph 7 and the related transactions, and (E) all documents evidencing other necessary corporate, partnership or any of its subsidiarieslimited liability company action and governmental approvals, on or before if any, with respect to this Amendment and the date hereof other documents executed in connection herewith.
(iv) A certificate of the Secretary or an Assistant Secretary of the General Partner, dated as of the Amendment No. 1 Effective Date, certifying the names and true signatures of the officers of the General Partner authorized to sign this Amendment and the other documents executed in connection herewith.
(v) Certificates of the Secretary or an Assistant Secretary of each of the Guarantors, dated as of the Amendment No. 1 Effective Date, certifying (A) the organizational documents of such Guarantor, (B) the resolutions of the governing body of such Guarantor approving this Amendment, the documents to be executed by such Guarantor described in this paragraph 7 and the related transactions, and (C) all other documents evidencing other necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Amendment and the other documents executed in connection herewith.
(vi) Such additional documents or certificates with respect to such legal matters or limited liability company, limited partnership or other proceedings related to the transactions contemplated hereby as may be reasonably requested by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respectssuch Purchaser.
Appears in 1 contract
Execution and Delivery of Documents. IT WAS RESOLVED that:
(a) it would promote Each Purchaser shall have received the success following, each to be dated the date of execution and delivery thereof unless otherwise indicated, and each to be in form and substance satisfactory to such Purchaser and executed and delivered by each of the Company for the benefit of its members parties thereto, as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture;
(b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved;
(c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit);
(d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Companyapplicable:
(i) those Documents to which This Amendment, dated as of the Company is a party and which require execution as a deed;Amendment No. 1 Effective Date.
(ii) any A certificate of a Responsible Officer certifying that (A) the representations and all deeds which may be required pursuant warranties contained in this Amendment and the Agreement, as amended hereby, are true and correct on and as of the Amendment No. 1 Effective Date, except to or in connection with the Documents or the Acquisitionextent that such representations and warranties specifically refer to an earlier date, in each casewhich case they shall be true and correct as of such earlier date, in the form (B) no Event of Default or Default exists as of the drafts produced date hereof and (C) all of the conditions specified in this paragraph 8 have been met.
(iii) Amendments to each of the existing Mortgages.
(iv) A copy of the LIG Purchase and Sale Agreement certified by a Responsible Officer (A) as being a true and correct copy of such document as of the Amendment No. 1 Effective Date, (B) except as otherwise disclosed in writing and acceptable to such Purchaser, as being in full force and effect and no material term or condition thereof having been amended, modified or waived after the execution thereof and (C) except as otherwise disclosed in writing and acceptable to such Purchaser, that to the meeting or in knowledge of such form as Responsible Officer, none of the person executing or sealing them pursuant parties to the authority conferred by these resolutions may in their absolute discretion think fit;
(g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement;
(h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) LIG Acquisition Documents shall have failed to perform any material obligation or (f) above;
(i) covenant required by the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action LIG Acquisition Documents to be taken in accordance performed or complied with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and
(j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents of the Company and any subsidiary or any of its subsidiaries, it on or before the date hereof of closing of the LIG Acquisition.
(v) A report by Xxxxxx and Click, Inc. regarding the Properties that are the subject of the LIG Acquisition.
(vi) A Phase I environmental review by Flat Rock Energy Partners covering those Properties to be acquired in connection with the transactions contemplated LIG Acquisition.
(vii) An executed copy of the Third Amendment to the Bank Agreement, certified by a Responsible Officer as being a true and correct copy of such document as of the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respects.Amendment No. 1
Appears in 1 contract
Execution and Delivery of Documents. IT WAS RESOLVED that:
(a) it would promote Each Purchaser shall have received the success following, each to be dated the date of execution and delivery thereof unless otherwise indicated, and each to be in form and substance satisfactory to such Purchaser and executed and delivered by each of the Company for the benefit of its members parties thereto, as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture;
(b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved;
(c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit);
(d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Companyapplicable:
(i) those Documents to which This Amendment, dated as of the Company is a party and which require execution as a deed;Amendment No. 2 Effective Date.
(ii) any A certificate of a Responsible Officer, dated as of the Amendment No. 2 Effective Date, certifying that (A) the representations and warranties contained in this Amendment and the Agreement, as amended hereby, are true and correct on and as of the Amendment No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (B) no Event of Default or Default exists as of the date thereof and (C) all deeds which of the conditions specified in this paragraph 12 have been met.
(iii) An amendment to each Security Agreement and Pledge Agreement increasing the dollar amount of the additional Notes that may be required pursuant issued under the Agreement referred to in the recitals thereof to $95,000,000.
(iv) A certificate of the Secretary or an Assistant Secretary of the General Partner, dated as of the Amendment No. 2 Effective Date, certifying (A) the existence of the Company and the General Partner, (B) the Company Partnership Agreement, (C) the General Partner’s organizational documents, (D) the resolutions of the General Partner approving this Amendment, the documents to be executed by the Company described in this paragraph 12 and the related transactions, and (E) all documents evidencing other necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Amendment and the other documents executed in connection herewith.
(v) A certificate of the Secretary or an Assistant Secretary of the General Partner, dated as of the Amendment No. 2 Effective Date, certifying the names and true signatures of the officers of the General Partner authorized to sign this Amendment and the other documents executed in connection herewith.
(vi) Certificates of the Secretary or an Assistant Secretary of each of the Guarantors, dated as of the Amendment No. 2 Effective Date, certifying (A) the organizational documents of such Guarantor, (B) the resolutions of the governing body of such Guarantor approving this Amendment, the documents to be executed by such Guarantor described in this paragraph 12 and the related transactions, and (C) all other documents evidencing other necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Amendment and the Documents or other documents executed in connection herewith.
(vii) An executed amendment to the AcquisitionBank Agreement deleting Section 6.15 of the Bank Agreement, amending Section 6.02 of the Bank Agreement in each casethe same manner in which paragraph 6C(2) of the Agreement is being amended under Section 5(b) of this Amendment and amending the Bank Agreement to permit the issuance of the Series C Notes, certified by a Responsible Officer as being a true and correct copy of such amendment as of the Amendment No. 2 Effective Date, and such amendment shall be in full force and effect.
(viii) A favorable opinion of Xxxxx Xxxxx, L.L.P., special counsel to the Company and the Guarantors, and Taylor, Porter, Xxxxxx & Xxxxxxxx, LLP, Louisiana counsel to the Company and the Guarantors, addressed to the Purchasers substantially in the form of the drafts produced Exhibit D to the meeting Agreement and covering this Amendment, the amendments referred to in clause (iii) of this paragraph 12 and the Agreement and the Loan Documents, as amended hereby or in as contemplated hereby, and as to such form other matters as the person executing or sealing them pursuant Purchasers may reasonably request. The Company and each Guarantor hereby directs such counsel to deliver such opinions, agrees that the authority conferred by these resolutions may in their absolute discretion think fit;
(g) the Parent be authorised to act as agent for the Obligors in connection issuance and in accordance with the Interim Facilities Agreement;
(h) sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Authorised Signatory Purchaser receiving such an opinion will be and is hereby authorised authorized to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above;rely on such opinion.
(iix) the omission from these resolutions of any agreementSuch additional documents or certificates with respect to such legal matters or limited liability company, document limited partnership or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action proceedings related to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and hereby as may be reasonably requested by such Purchaser prior to the intent and purposes of, the foregoing resolutions; and
(j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents purchase of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated Series C Notes by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respectsPurchasers.
Appears in 1 contract
Execution and Delivery of Documents. IT WAS RESOLVED We, the undersigned, being the directors of the Company, and the only persons entitled to receive notice, attend and vote at a meeting of the Board, subject to the passing of the Resolutions by the sole shareholder of the Company, RESOLVE that:
(a) it would promote the success of the Company for the benefit of its members as a whole to enter into the transactions contemplated by the Documents Transaction and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenturerelevant Transaction Documents;
(b) the terms of and the transactions and matters contemplated by each Transaction Document be and they are hereby approved;
(c) the execution, delivery and performance on behalf of the Company of any of the Transaction Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting Board or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit);
(d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Transaction Documents to which the Company is a party and which require execution under hand and to do such other things as he that director may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting herein are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders (as defined in the Senior Facilities Agreement) or any other person may require in connection with any of the Transaction Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificatejoinder, accession, agreement, any bank mandate, any drawdown notice or utilisation requestnotice, any hedging agreement, any fee letter, any designation noticepayment instructions, any deeds of release, any payment instructions deed of indemnity and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company:
(i) those Transaction Documents to which the Company is a party and which require execution as a deed;
(ii) any and all deeds which may be required pursuant to or in connection with the Documents or the AcquisitionTransaction Documents, in each case, in the form of the drafts produced to the meeting Board or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit;
(g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement;
(h) each Authorised Signatory be and he is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above;
(ih) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and
(ji) all acts and things heretofore done by any Authorised Signatory or by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respects.
Appears in 1 contract
Samples: Formalities Certificate
Execution and Delivery of Documents. IT WAS RESOLVED that:
(a) it would promote the success of the Company for the benefit of its members as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Senior Bridge Facility Agreement, Senior Secured Bridge Facilities Agreement, TLB Credit Agreement and Revolving Facilities Agreement and the security as set out in the Interim Debenture, the Luxembourg Share Pledge and the New York Security Agreement;
(b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved;
(c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit);
(d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, notice of borrowing, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholdershareholder or a member) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company:
(i) those Documents to which the Company is a party and which require execution as a deed;
; (ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit;
(g) the Parent Company be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities AgreementAgreements;
(h) the Company be authorised to act as agent for service of process for each Obligor incorporated in a jurisdiction other than England and Wales in relation to any proceedings before the English courts in connection with the Senior Bridge Facility Agreement, Senior Secured Bridge Facilities Agreement, the RCF Agreement and any other Finance Document (as defined in each of the Senior Bridge Facility Agreement, Senior Secured Bridge Facilities Agreement and the RCF Agreement).
(i) Corporation Service Company, New York, NY, or another similar entity with offices in New York be authorized and appointed to act as the Company’s service of process agent in the United States under the TLB Credit Agreement, the New York Security Agreement and any other document as may be required under the provisions of the TLB Credit Agreement for the Company to receive notices and communications, and each Authorised Signatory be authorised to, if required, execute and deliver a letter of appointment of the service of process agent for the Company;
(j) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), or (e) or (f) above;
(ik) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and
(jl) all acts and things heretofore done by any Authorised Signatory or by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respects.
Appears in 1 contract
Samples: Senior Bridge Facility Agreement
Execution and Delivery of Documents. IT WAS RESOLVED thatSuch Purchaser shall have received the following, each to be dated the Date of Closing unless otherwise indicated:
(ai) it would promote the success Note(s) to be purchased by such Purchaser;
(ii) a favorable opinion of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, special counsel for the Obligors (or such other counsel designated by the Obligors and acceptable to each Purchaser) satisfactory to each Purchaser and substantially in the form of Exhibit C attached hereto and as to such other matters as a Purchaser may reasonably request. The Obligors hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand and agree that each Purchaser will and hereby is authorized to rely on such opinion;
(iii) the Articles/Certificate of Incorporation of each of the Company for Obligors, each certified as of a recent date by the benefit Secretary of its members State of their respective jurisdictions of incorporation;
(iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries;
(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, certifying as to the names, titles and true signatures of the officers of the Obligors authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder;
(vi) a whole to enter into certificate of the Secretary of each of the Obligors (A) attaching resolutions of the board of directors (or similar governing body) of the Obligors evidencing approval of the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities this Agreement and the security as set out in the Interim Debenture;
(b) the terms issuance of the transactions Notes and matters contemplated by each Document be and they are hereby approved;
(c) the execution, delivery and performance on behalf of thereof, and authorizing certain officers to execute and deliver the Company of any of the Documents to which the Company is a party be same, and it is hereby authorised certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (in the form of the drafts produced B) certifying that no dissolution or liquidation proceedings as to the meeting Obligors have been commenced or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit)are contemplated;
(dvii) each director of an Officer’s Certificate from the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm certifying that the resolutions passed at this meeting are still conditions specified in effect paragraphs 3F, 3H and 3I have not been varied or rescindedsatisfied;
(eviii) corporate good standing certificates as to each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any Obligor from their respective jurisdictions of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company:
(i) those Documents to which the Company is a party and which require execution as a deed;
(ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit;
(g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement;
(h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above;
(i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutionsorganization; and
(jix) all acts and things heretofore done by any Authorised Signatory such additional documents or by any employees certificates with respect to such legal matters or agents of the Company and any subsidiary corporate or any of its subsidiaries, on or before the date hereof in connection with other proceedings related to the transactions contemplated hereby as may be reasonably requested by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respectssuch Purchaser.
Appears in 1 contract
Execution and Delivery of Documents. IT WAS RESOLVED that:
(a) it would promote Each Purchaser shall have received the success following, each to be dated the date of execution and delivery thereof unless otherwise indicated, and each to be in form and substance satisfactory to such Purchaser and executed and delivered by each of the Company for the benefit of its members parties thereto, as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture;
(b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved;
(c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit);
(d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Companyapplicable:
(i) those Documents to which this Amendment, duly executed by the Company is a party Company, the Guarantors and which require execution as a deedthe Purchasers;
(ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form an executed copy of the drafts produced an amendment to the meeting or Bank Agreement in such form as the person executing or sealing them pursuant and substance satisfactory to the authority conferred Required Holder(s), permitting the transactions contemplated hereby and by these resolutions may in their absolute discretion think fitthe other Loan Documents (the “Amendment to Bank Agreement”);
(giii) a certificate dated as of the Amendment No. 4 Effective Date from a Responsible Officer stating that after giving effect to the consent set forth in paragraph 6 hereof (A) all representations and warranties of the Company set forth in this Amendment, the Agreement, as amended hereby, and each of the other Loan Documents to which it is a party are true and correct in all material respects; (B) no Event of Default or Default has occurred and is continuing; and (C) the Parent be authorised to act as agent for the Obligors conditions in connection and in accordance with the Interim Facilities Agreementthis paragraph 8 have been met or waived;
(hiv) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any a certificate dated as of the functions described in paragraphs (c)Amendment No. 4 Effective Date from the Chief Financial Officer of the Company stating that the Company and its Subsidiaries are Solvent on a Consolidated basis after giving effect to the Chief Acquisition, (d), (e) or (f) abovethis Amendment and the transactions contemplated hereby;
(iv) a certificate of the secretary or assistant secretary of the Ultimate General Partner certifying as of the Amendment No. 4 Effective Date to (A) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and
(j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents existence of the Company and any subsidiary or any the General Partner, (B) the Company Partnership Agreement, (C) the General Partner’s organizational documents, (D) the Ultimate General Partner’s organizational documents, (E) the resolutions of its subsidiariesthe Ultimate General Partner approving the Chief Acquisition, this Amendment and the other Loan Documents executed and delivered on or before the date hereof of such certificate, and (F) all documents evidencing other necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Amendment and the other Loan Documents executed and delivered on or before the date of such certificate;
(vi) certificates of good standing and existence for the Company, the General Partner and the Ultimate General Partner from the applicable state in connection which the Company, the General Partner and the Ultimate General Partner is organized;
(vii) copies of the Chief Purchase and Sale Agreement together with the transactions contemplated exhibits and schedules thereto certified by a Responsible Officer as being true and correct copies of such documents as of the foregoing resolutions bedate hereof; and
(viii) such other documents, governmental certificates, agreements and hereby are, ratified, approved and confirmed in all respectslien searches as such Purchaser may reasonably request.
Appears in 1 contract
Execution and Delivery of Documents. IT WAS RESOLVED that:
(a) it would promote Each Purchaser shall have received the success following, each to be dated the date of execution and delivery thereof unless otherwise indicated, and each to be in form and substance satisfactory to such Purchaser and executed and delivered by each of the Company for the benefit of its members parties thereto, as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture;
(b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved;
(c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit);
(d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Companyapplicable:
(i) those Documents to which This Amendment, dated as of the Company is a party and which require execution as a deed;Amendment No. 2 Effective Date.
(ii) any A certificate of a Responsible Officer, dated as of the Amendment No. 2 Effective Date, certifying that (A) the representations and warranties contained in this Amendment and the Agreement, as amended hereby, are true and correct on and as of the Amendment No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (B) no Event of Default or Default exists as of the date thereof and (C) all deeds of the conditions specified in this paragraph 16 have been met.
(iii) A certificate of the Secretary or an Assistant Secretary of the General Partner, dated as of the Amendment No. 2 Effective Date, certifying (A) the existence of the Company and the General Partner, (B) the Company Partnership Agreement, (C) the Company’s and General Partner’s organizational documents, (D) the resolutions of the General Partner approving this Amendment, the documents to be executed by the Company described in this paragraph 16 and the related transactions, and (E) all documents evidencing other necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Amendment and the other documents executed in connection herewith.
(iv) A certificate of the Secretary or an Assistant Secretary of the General Partner, dated as of the Amendment No. 2 Effective Date, certifying the names and true signatures of the officers of the General Partner authorized to sign this Amendment and the other documents executed in connection herewith.
(v) Certificates of the Secretary or an Assistant Secretary of each of the Guarantors, dated as of the Amendment No. 2 Effective Date, certifying (A) the organizational documents of such Guarantor, (B) the resolutions of the governing body of such Guarantor approving this Amendment, the documents to be executed by such Guarantor described in this paragraph 16 and the related transactions, and (C) all other documents evidencing other necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Amendment and the other documents executed in connection herewith.
(vi) The Company Security Agreement, the Guarantor Security Agreement, the Bank Agreement, the Intercreditor Agreement and a Second Amended and Restated Subsidiary Guaranty Agreement made by each existing Guarantor, each El Paso Acquired Company (and CFS and Dauphin will have been renamed Crosstex Processing Services, LLC and Crosstex Pelican, LLC, respectively), Crosstex NGL Marketing, L.P., a Texas limited partnership, and Crosstex NGL Pipeline, L.P., a Texas limited partnership, in favor of the Holders, each of which may will be required pursuant to in full force and effect.
(vii) Appropriate UCC-1 or UCC-3 Financing Statements covering the Collateral acquired in connection with the Documents or El Paso Acquisition for filing with the Acquisition, in each case, in the form appropriate authorities.
(viii) A certificate dated as of the drafts produced to Effective Date from the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit;
(g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement;
(h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any Chief Financial Officer of the functions described in paragraphs (c), (d), (e) or (f) above;
(i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action Company as to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and
(j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents Solvency of the Company and any subsidiary or its Subsidiaries on a consolidated basis after giving effect to the El Paso Acquisition.
(ix) Results of lien, tax and judgment searches of the UCC Records of the Secretary of State and applicable counties of the States of Texas, Alabama, Delaware, Louisiana, Mississippi, New Mexico and Oklahoma from a source acceptable to the Administrative Agent and reflecting no Liens against any of its subsidiariesthe Collateral as to which perfection of a Lien is accomplished by the filing of a financing statement other than in favor of the Collateral Agent and Liens permitted by paragraph 6C(1).
(x) A favorable opinion of Bxxxx Bxxxx L.L.P., on or before outside Texas counsel to the Company and the Guarantors.
(xi) A favorable opinion of Taylor, Porter, Bxxxxx & Pxxxxxxx, outside Louisiana counsel to the Company, Crosstex LIG Liquids, LLC and the Louisiana Guarantors.
(xii) Copies of the El Paso Purchase and Sale Agreement together with the exhibits and schedules thereto certified by a Responsible Officer as being true and correct copies of such documents as of the date hereof in connection hereof.
(xiii) Such additional documents or certificates with respect to such legal matters or limited liability company, limited partnership or other proceedings related to the transactions contemplated hereby as may be reasonably requested by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respectssuch Purchaser.
Appears in 1 contract
Execution and Delivery of Documents. IT WAS RESOLVED thatThe Company shall have delivered, or cause to be delivered, to you duly executed, original or certified copies of the following documents, each to be dated the date of closing unless otherwise indicated:
(ai) it would promote the success Note(s) in substantially the form of Exhibits A-1 and A-2 attached hereto.
(ii) a favorable opinion of Xxxxxxx X. Xxxxxx, General Counsel of the Company for and the benefit Guarantor (or such other counsel designated by the Company and the Guarantor and acceptable to you) satisfactory to you and substantially in the form of its members Exhibit B attached hereto and as to such other matters as you may reasonably request. Each of the Company and the Guarantor hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a whole reconfirmation of such direction, and understands and agrees that you will and are hereby authorized to enter into rely on such opinion.
(iii) the Certificate of Incorporation of the Company and the Guarantor, each certified as of a recent date by the Secretaries of State of the State of Delaware and the Commonwealth of Massachusetts, respectively, and the Bylaws of the Company and the Guarantor certified by their respective Secretaries.
(iv) an incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantor certifying as to the names, titles and true signatures of the officers of the Company and the Guarantor authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(v) certificate of the Secretary of the Company and the Guarantor (A) attaching resolutions of the Board of Directors of the Company and the Guarantor evidencing approval of the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities this Agreement and the security as set out in Guaranty and the Interim Debenture;
(b) the terms issuance of the transactions Notes and matters contemplated by each Document be the Guaranty and they are hereby approved;
(c) the execution, delivery and performance on behalf of the Company of any of the Documents thereof, and authorizing certain officers to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit);
(d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any the same, and all other documentscertifying that such resolutions were duly and validly adopted at a meeting duly held and such resolutions have not since been amended, instrumentsrevoked or rescinded, certificates, notices and confirmations (B) certifying that the Interim Lenders no dissolution or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of liquidation proceedings as to the Company in its capacity as a shareholderor the Guarantor have been commenced or are contemplated, and (C) identifying and which is approved by the person attaching any proposed or persons so authorised and executing each such other agreement effected amendments to or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing changes in the presence Certificate of a witness be and they are hereby authorised to sign on behalf of the Company:
(i) those Documents to which the Company is a party and which require execution as a deed;
(ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit;
(g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement;
(h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above;
(i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and
(j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents Incorporation of the Company and any subsidiary the Guarantor since the date of the certified copies thereof provided pursuant to clause (iii) above or, if none, so certifying.
(vi) an Officer's Certificate of the Company and the Guarantor certifying that (A) the representations and warranties contained in paragraph 8 shall be true on and as of the date of closing, except to the extent of changes caused by the transactions herein contemplated; (B) there shall exist on the date of closing no Event of Default or Default; and (C) no condition, event or act that has or would materially and adversely affect its business, property or assets, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole has occurred since July 5, 1997 nor is threatened or reasonably likely to occur.
(vii) good standing certificates as to (A) the Company, from the Commonwealth of Massachusetts and (B) the Guarantor, from the State of Delaware.
(viii) certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company, the Guarantor or any Subsidiary (under its present name and previous names) as debtor and which are filed in the offices of its subsidiaries, on the Secretaries of State of the Commonwealth of Massachusetts and the State of Delaware together with copies of such financing statements.
(ix) Additional documents or before the date hereof in connection certificates with respect to such legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respectsyou.
Appears in 1 contract
Samples: Senior Promissory Note Agreement (Quaker Fabric Corp /De/)
Execution and Delivery of Documents. IT WAS RESOLVED thatSuch Purchaser shall have received the following, each to be dated the Date of Closing unless otherwise indicated:
(ai) it would promote the success Note(s) to be purchased by such Purchaser;
(ii) a favorable opinion of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, special counsel for the Obligors (or such other counsel designated by the Obligors and acceptable to each Purchaser) satisfactory to each Purchaser and substantially in the form of Exhibit C attached hereto and as to such other matters as a Purchaser may reasonably request. The Obligors hereby direct each such counsel to deliver such opinion, agree that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understand and agree that each Purchaser will and hereby is authorized to rely on such opinion;
(iii) the Articles/Certificate of Incorporation of each of the Company for Obligors, each certified as of a recent date by the benefit Secretary of its members State of their respective jurisdictions of incorporation;
(iv) the Bylaws of each of the Obligors, certified by each of their respective Secretaries;
(v) an incumbency certificate from each Obligor signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Obligors, certifying as to the names, titles and true signatures of the officers of the Obligors authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder;
(vi) a whole to enter into certificate of the Secretary of each of the Obligors (A) attaching resolutions of the board of directors of the Obligors evidencing approval of the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities this Agreement and the security as set out in the Interim Debenture;
(b) the terms issuance of the transactions Notes and matters contemplated by each Document be and they are hereby approved;
(c) the execution, delivery and performance on behalf of thereof, and authorizing certain officers to execute and deliver the Company of any of the Documents to which the Company is a party be same, and it is hereby authorised certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (in the form of the drafts produced B) certifying that no dissolution or liquidation proceedings as to the meeting Obligors have been commenced or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit)are contemplated;
(dvii) each director of an Officer’s Certificate from the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm certifying that the resolutions passed at this meeting are still conditions specified in effect paragraphs 3F, 3H and 3I have not been varied or rescindedsatisfied;
(eviii) corporate good standing certificates as to each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any Obligor from their respective jurisdictions of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company:
(i) those Documents to which the Company is a party and which require execution as a deed;
(ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit;
(g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement;
(h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above;
(i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutionsincorporation; and
(jix) all acts and things heretofore done by any Authorised Signatory such additional documents or by any employees certificates with respect to such legal matters or agents of the Company and any subsidiary corporate or any of its subsidiaries, on or before the date hereof in connection with other proceedings related to the transactions contemplated hereby as may be reasonably requested by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respectssuch Purchaser.
Appears in 1 contract
Execution and Delivery of Documents. IT WAS RESOLVED thatSuch Purchaser shall have received the following, each to be dated the Date of Closing unless otherwise indicated:
(i) the Note(s) to be purchased by such Purchaser.
(ii) a favorable opinion of (a) it would promote the success of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, special counsel to the Company for the benefit of its members as a whole and Guarantors, satisfactory to enter into the transactions contemplated by the Documents each Purchaser and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture;
(b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved;
(c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (substantially in the form of Exhibit C-1 attached hereto and as to such other matters as a Purchaser may reasonably request and (b) Xxxxxxx Xxxxx, General Counsel of the drafts produced Company, satisfactory to each Purchaser and substantially in the meeting or with form of Exhibit C-2 attached hereto and as to such amendments thereto other matters as a Purchaser may reasonably request. The Company and Guarantors hereby direct each such counsel to deliver such opinion, agree that the person executing or sealing them pursuant issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser will and hereby is authorized to the authority conferred by these resolutions may in their absolute discretion think fit);rely on such opinion.
(diii) each director the Certificate of Incorporation of the Company and each Guarantor, each certified as of a recent date by the Secretary of State (or equivalent official) of the jurisdiction of each an “Authorised Signatory”such Person’s organization or incorporation.
(iv) acting alone be and is hereby authorised to sign on behalf the Bylaws of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in Guarantor certified by their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded;respective Secretaries.
(ev) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated an incumbency certificate signed by the Documents Secretary or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions an Assistant Secretary and any document or resolution on behalf one other officer of the Company in its capacity and each Guarantor certifying as a shareholder) to the names, titles and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation true signatures of the Company's seal thereto officers of the Company or execution of such document as a deed each Guarantor authorized to sign this Agreement and the Notes, or the AI Guaranty Agreement and the Indemnity, Subrogation and Contribution Agreement (as the case may be);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company:
(i) those Documents to which the Company is a party and which require execution as a deed;
(ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit;
(g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement;
(h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above;
(i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; andother documents to be delivered hereunder.
(jvi) all acts and things heretofore done by any Authorised Signatory or by any employees or agents a certificate of the Secretary of the Company and any subsidiary or any each Guarantor (A) attaching resolutions of its subsidiaries, on or before the date hereof in connection with Board of Directors of such Person evidencing approval of the transactions contemplated by this Agreement and the foregoing resolutions issuance of the Notes, or the AI Guaranty Agreement and the Indemnity, Subrogation and Contribution Agreement (as the case may be), and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company or such Guarantor have been commenced or are contemplated.
(vii) an Officer’s Certificate on behalf of t the Company and each Guarantor certifying that (A) the representations and warranties contained in Paragraph 8 shall be true on and as of the Date of Closing, except to the extent of changes caused by the transactions herein contemplated and (B) there shall exist on the Date of Closing no Event of Default or Default.
(viii) corporate and tax good standing certificates as to the Company and each Guarantor, from their respective jurisdiction of organization or incorporation.
(ix) Certified copies of Requests for Information or Copies (Form UCC 11) or equivalent reports listing all effective financing statements which name the Company or any Guarantor (under its present name and previous names) as debtor and which are filed in the offices of the Secretaries of State (or equivalent official) of their respective jurisdiction of organization or incorporation, together with copies of such financing statements.
(x) such additional documents or certificates with respect to such legal matters or corporate or other proceedings related to the transactions contemplated hereby are, ratified, approved and confirmed in all respectsas may be reasonably requested by such Purchaser.
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