Incumbency, etc Sample Clauses

Incumbency, etc. GE Capital and GMAC CMC shall have received a certificate, dated as of the date of this Amendment, of an Aladdin Gaming Authorized Representative: (i) as to the incumbency and signatures of the Person or Persons authorized to execute and deliver this Amendment and any instruments or agreements required hereunder, (ii) as to an attached copy of one or more resolutions or other authorizations of the manager of Aladdin Gaming certified by the Authorized Representative of such manager as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Amendment and any instruments or agreements required hereunder, and (iii) that the Organizational Documents of Aladdin Gaming have not been modified since the date on which they were last delivered to GE Capital, upon which certificate GE Capital and GMAC CMC may conclusively rely until they shall have received a further certificate of an Authorized Representative of Aladdin Gaming canceling or amending such prior certificate.
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Incumbency, etc. The Administrative Agent shall have received (with copies for each Lender) a certificate, dated the Third Amendment Date, of an Authorized Representative of the Borrower certifying: (i) as to the incumbency and signatures of the Person or Persons authorized to execute and deliver this Third Amendment to Credit Agreement and any instruments or agreements required hereunder, (ii) as to an attached copy of one or more resolutions or other authorizations of the manager of the Borrower certified by the Authorized Representative of such manager as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Third Amendment to Credit Agreement and any instruments or agreements required hereunder, and (iii) that the Organizational Documents of the Borrower have not been modified other than by the letter agreement dated December 10, 1999, a true, correct and complete copy of which has been delivered to the Administrative Agent, upon which certificate the Administrative Agent, the Syndication Agent, the Documentation Agent and each Consenting Lender (collectively, the "FINANCING PARTIES") may conclusively rely until it shall have received a further certificate of an Authorized Representative of the Borrower canceling or amending such prior certificate.
Incumbency, etc. The Administrative Agent shall have received (with copies for each Lender) a certificate, dated as of the Effective Date, of an Authorized Representative of each Sponsor certifying (i) as to the incumbency and signatures of the Person or Persons authorized to execute and deliver this Second Amendment to Keep-Well Agreement and any instruments or agreements required hereunder, (ii) as to an attached copy of one or more resolutions or other authorizations of the Sponsors certified by the Authorized Representative of each such Sponsor as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Second Amendment to Keep-Well Agreement and any instruments or agreements required hereunder, and (iii) that the Organizational Documents of such Sponsor have not been modified since the date on which they were last delivered to the Administrative Agent, upon which certificate the Administrative Agent and the Lenders (collectively, the "Financing Parties") may conclusively rely until the Administrative Agent has received a further certificate of an Authorized Representative of such Sponsor canceling or amending such prior certificate.
Incumbency, etc. The Bank shall have received a certificate of a responsible officer of each Loan Party dated as of the Effective Date certifying (a) that its certificate of formation and organizational documents have not been amended, modified, revoked or rescinded from those last delivered to the Bank and are in full force and effect and (b) as to the incumbency and specimen signatures of each officer executing this Amendment on its behalf;
Incumbency, etc. The Agent shall have received (with copies for each Participant) an Officer’s Certificate dated the date hereof of the Lessor and the Lessee certifying: (i) as to the incumbency and signatures of the Person or Persons authorized to execute and deliver this Amendment and any instruments or agreements required hereunder, (ii) as to an attached copy of one or more resolutions or other authorizations of each such Person together with an Officer’s Certificate certifying that such resolutions or other authorizations are in full force and effect on the date hereof, and which grant such Person the authorization to execute, deliver and perform this Amendment and any instruments or agreements required hereunder, and (iii) that the organizational documents of each such Person have not been modified since the date on which they were last delivered to the Agent, upon which certificate the Agent and each Participant may conclusively rely until it shall have received a further Officer’s Certificate of such Person canceling or amending such prior certificate.
Incumbency, etc. The Administrative Agent shall have received (with copies for each Lender) a certificate, dated as of the date of the Seventh Amendment to Credit Agreement, of an Authorized Representative of (i) the Borrower certifying (x) as to the incumbency and signatures of the Person or Persons authorized to execute and deliver this Seventh Amendment to Credit Agreement and any instruments or agreements required hereunder, (y) as to an attached copy of one or more resolutions or other authorizations of the manager of the Borrower certified by the Authorized Representative of such manager as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Seventh Amendment to Credit Agreement and any instruments or agreements required hereunder, and (z) that the Organizational Documents of the Borrower have not been modified since the date on which they were last delivered to the Administrative Agent, and
Incumbency, etc. The Administrative Agent shall have received (with copies for each Lender) a certificate, dated as of the date of the Eighth Amendment to Credit Agreement, of an Authorized Representative of (i) the Borrower certifying
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Incumbency, etc. The Administrative Agent shall have received (with copies for each Lender) a certificate, dated as of the date of the Fourth Amendment to Credit Agreement, of an Authorized Representative of (i) the Borrower certifying
Incumbency, etc. GE Capital and GMAC CMC shall have received a certificate, dated as of the date of this Amendment, of an Authorized Representative of (i) Aladdin Gaming certifying: (x) as to the incumbency and signatures of the Person or Persons authorized to execute and deliver this Amendment and any instruments or agreements required hereunder, (y) as to an attached copy of one or more resolutions or other authorizations of the manager of Aladdin Gaming certified by the Authorized Representative of such manager as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Amendment and any instruments or agreements required hereunder, and (z) that the Organizational Documents of Aladdin Gaming have not been modified other than by the letter agreement dated December 10, 1999, a true, correct and complete copy of which shall have been delivered to GE Capital and GMAC CMC, (ii) each signatory to the Ratification and Reaffirmation certifying:

Related to Incumbency, etc

  • Incumbency An incumbency certificate of each Credit Party certified by a secretary or assistant secretary to be true and correct as of the Closing Date.

  • Incumbency Certificates For each Credit Party, signature and incumbency certificates of the officers of each such Person executing any of the Loan Documents, certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being true, accurate, correct and complete.

  • Incumbency Certificate An incumbency certificate of the corporate secretary of each of Seller, certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the Program Agreements.

  • Resolutions; Incumbency (i) Copies of the resolutions of the board of directors of the Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

  • Incumbency Certificate; Authorized Signers The Agent shall have received from the Borrower and each Guarantor an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of such Person and giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name and on behalf of such Person, each of the Loan Documents to which such Person is or is to become a party. The Agent shall have also received from the Borrower a certificate, dated as of the Closing Date, signed by a duly authorized representative of the Borrower and giving the name and specimen signature of each Authorized Officer who shall be authorized to make Loan Requests, Letter of Credit Requests and Conversion/Continuation Requests and to give notices and to take other action on behalf of the Borrower under the Loan Documents.

  • Solvency, etc On the Closing Date, and immediately prior to and after giving effect to the issuance of each Letter of Credit and each borrowing hereunder and the use of the proceeds thereof, with respect to each Loan Party, individually, (a) the fair value of its assets is greater than the amount of its liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated in accordance with GAAP, (b) the present fair saleable value of its assets is not less than the amount that will be required to pay the probable liability on its debts as they become absolute and matured, (c) it is able to realize upon its assets and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business, (d) it does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature and (e) it is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which its property would constitute unreasonably small capital.

  • Incumbency and Signatures A certificate of the secretary of Borrower certifying the names of the officer or officers of Borrower authorized to sign the Loan Documents, together with a sample of the true signature of each such officer.

  • Organizational Documents; Incumbency Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

  • Certificate of Incumbency a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party to be true, complete and up to date;

  • Good Standing Certification (Act 154 of 2016): If this Agreement is a State-funded grant, Party hereby represents: (i) that it has signed and provided to the State the form prescribed by the Secretary of Administration for purposes of certifying that it is in good standing (as provided in Section 13(a)(2) of Act 154) with the Agency of Natural Resources and the Agency of Agriculture, Food and Markets, or otherwise explaining the circumstances surrounding the inability to so certify, and (ii) that it will comply with the requirements stated therein.

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