Common use of Legal Opinions, Officer’s Certificates, Corporate Authorizations Clause in Contracts

Legal Opinions, Officer’s Certificates, Corporate Authorizations. The Administrative Agent shall have received, on behalf of itself and the 2023 Revolving Lenders, (i) a favorable written opinion of (a) Debevoise & Xxxxxxxx LLP and (b) Xxxxxxxx, Xxxxxx & Finger, PA, special Delaware counsel, in each case (A) dated the Fifth Amendment Effective Date, and (B) addressed to the Administrative Agent and the 2023 Revolving Lenders, (ii) a copy of the certificate or articles of incorporation, partnership agreement or other constitutive document, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or comparable office of the state of its organization or, if consented to by the Administrative Agent (not to be unreasonably withheld or delayed), by a Responsible Officer of the relevant Loan Party, and a certificate as to the good standing of the Borrower as of a recent date, from such Secretary of State; (iii) a certificate of a Responsible Officer of each Loan Party dated the Fifth Amendment Effective Date and certifying (a) that attached thereto is a true and complete copy of the by-laws, partnership agreement, limited liability company agreement (or other equivalent documents) of such Loan Party as in effect on the Fifth Amendment Effective Date and at all times since a date immediately prior to the date of the resolutions described in clause (b) below, (b) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors, members or partners or shareholders (or other equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Fifth Amendment and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (c) that the certificate or articles of incorporation, partnership agreement or other constitutive document of such Loan Party have not been further amended, and (d) as to the incumbency and specimen signature of each officer executing this Fifth Amendment or any other document delivered in connection herewith on behalf of such Loan Party; and (iv) a certificate of another officer as to the incumbency and specimen signature of a Responsible Officer executing the certificate pursuant to clause (iii) above.

Legal Opinions, Officer’s Certificates, Corporate Authorizations. The Administrative Agent shall have received, on behalf of itself and the 2023 Revolving Third Amendment Lenders, (i) a favorable written opinion of (a) Debevoise & Xxxxxxxx LLP LLP, and (b) Xxxxxxxx, Xxxxxx & Finger, PA, special Delaware counsel, in each case (A) dated the Fifth Third Amendment Effective Date, and (B) addressed to the Administrative Agent and the 2023 Revolving Third Amendment Lenders, (ii) a copy of the certificate or articles of incorporation, partnership agreement or other constitutive document, including all amendments thereto, of each Loan Partythe Borrower, certified as of a recent date by the Secretary of State or comparable office of the state of its organization or, if consented to by the Administrative Agent (not to be unreasonably withheld or delayed), by a Responsible Officer of the relevant Loan PartyBorrower, and a certificate as to the good standing of the Borrower as of a recent date, from such Secretary of State; (iii) a certificate of a Responsible Officer of each Loan Party the Borrower dated the Fifth Third Amendment Effective Date and certifying (a) that attached thereto is a true and complete copy of the by-laws, partnership agreement, limited liability company agreement (or other equivalent documents) of such Loan Party the Borrower as in effect on the Fifth Third Amendment Effective Date and at all times since a date immediately prior to the date of the resolutions described in clause (b) below, (b) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors, members or partners or shareholders (or other equivalent governing body) Directors of such Loan Party the Borrower authorizing the execution, delivery and performance of this Fifth Third Amendment and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (c) that the certificate or articles of incorporation, partnership agreement or other constitutive document of such Loan Party the Borrower have not been further amended, and (d) as to the incumbency and specimen signature of each officer executing this Fifth Third Amendment or any other document delivered in connection herewith on behalf of such Loan Partythe Borrower; and (iv) a certificate of another officer as to the incumbency and specimen signature of a Responsible Officer executing the certificate pursuant to clause (iii) above.

Legal Opinions, Officer’s Certificates, Corporate Authorizations. The Administrative Agent shall have received, on behalf of itself and the 2023 2020 Revolving Lenders, (i) a favorable written opinion of (a) Debevoise & Xxxxxxxx LLP LLP, and (b) Xxxxxxxx, Xxxxxx & Finger, PA, special Delaware counsel, in each case (A) dated the Fifth Second Amendment Effective Date, and (B) addressed to the Administrative Agent and the 2023 2020 Revolving Lenders, (ii) a copy of the certificate or articles of incorporation, partnership agreement or other constitutive document, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or comparable office of the state of its organization or, if consented to by the Administrative Agent (not to be unreasonably withheld or delayed), by a Responsible Officer of the relevant Loan Party, and a certificate as to the good standing of the Borrower as of a recent date, from such Secretary of State; (iii) a certificate of a Responsible Officer of each Loan Party dated the Fifth Second Amendment Effective Date and certifying (a) that attached thereto is a true and complete copy of the by-laws, partnership agreement, limited liability company agreement (or 1005900903v7 other equivalent documents) of such Loan Party as in effect on the Fifth Second Amendment Effective Date and at all times since a date immediately prior to the date of the resolutions described in clause (b) below, (b) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors, members or partners or shareholders (or other equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Fifth Second Amendment and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (c) that the certificate or articles of incorporation, partnership agreement or other constitutive document of such Loan Party have not been further amended, and (d) as to the incumbency and specimen signature of each officer executing this Fifth Second Amendment or any other document delivered in connection herewith on behalf of such Loan Party; and (iv) a certificate of another officer as to the incumbency and specimen signature of a Responsible Officer executing the certificate pursuant to clause (iii) above.

Legal Opinions, Officer’s Certificates, Corporate Authorizations. The Administrative Agent shall have received, on behalf of itself and the 2023 2020 Revolving Lenders, (i) a favorable written opinion of (a) Debevoise & Xxxxxxxx LLP LLP, and (b) Xxxxxxxx, Xxxxxx & Finger, PA, special Delaware counsel, in each case (A) dated the Fifth Second Amendment Effective Date, and (B) addressed to the Administrative Agent and the 2023 2020 Revolving Lenders, (ii) a copy of the certificate or articles of incorporation, partnership agreement or other constitutive document, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or comparable office of the state of its organization or, if consented to by the Administrative Agent (not to be unreasonably withheld or delayed), by a Responsible Officer of the relevant Loan Party, and a certificate as to the good standing of the Borrower as of a recent date, from such Secretary of State; (iii) a certificate of a Responsible Officer of each Loan Party dated the Fifth Second Amendment Effective Date and certifying (a) that attached thereto is a true and complete copy of the by-laws, partnership agreement, limited liability company agreement (or other equivalent documents) of such Loan Party as in effect on the Fifth Second Amendment Effective Date and at all times since a date immediately prior to the date of the resolutions described in clause (b) below, (b) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors, members or partners or shareholders (or other equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Fifth Second Amendment and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (c) that the certificate or articles of incorporation, partnership agreement or other constitutive document of such Loan Party have not been further amended, and (d) as to the incumbency and specimen signature of each officer executing this Fifth Second Amendment or any other document delivered in connection herewith on behalf of such Loan Party; and (iv) a certificate of another officer as to the incumbency and specimen signature of a Responsible Officer executing the certificate pursuant to clause (iii) above.