Lessor's Resolutions and Incumbency Certificate, etc Sample Clauses

Lessor's Resolutions and Incumbency Certificate, etc. On or ---------------------------------------------------- prior to the Closing Date, the Lessee, the Agent and each Participant shall have received a certificate of the Secretary or an Assistant Secretary of the Lessor attaching and certifying as to (A) the resolutions of the Board of Directors duly authorizing the execution, delivery and performance by the Lessor of documents and agreements of the type represented by each Operative Document to which it is or will be a party, (B) its certificate or articles of incorporation and by-laws and (C) the incumbency and signature of persons authorized to execute and deliver on its behalf the Operative Documents to which it is a party.
Sample 1
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Lessor's Resolutions and Incumbency Certificate, etc. Lessee and Agent shall have received (i) a certificate of Lessor attaching and certifying as to (A) the resolutions duly authorizing the execution, delivery and performance by Lessor of each Operative Document to which it is or will be a party, (B) its limited partnership agreement and certificate of limited partnership, certified as of a recent date by an appropriate officer of Lessor, and (C) the incumbency and signature of persons authorized to execute and deliver on its behalf the Operative Documents to which it is a party.
Sample 1
Lessor's Resolutions and Incumbency Certificate, etc. Each of the Agent and the Lessee shall have received (w) a certificate of the Lessor's General Partner as of the Closing Date, attaching and certifying as to (A) the resolution of the partners of Lessor, if required, duly authorizing the execution , delivery and performance by Lessor of each Operative Document to which it is or will be a party, (B) the Lessor's Partnership Agreement and all amendments thereto, (C) the Lessor's partnership certificate and all amendments thereto, certified as of a recent date by the Secretary of State of the state of its organization, (x) good standing certificates for the Lessor on the Closing Date from the appropriate offices of the State of the Lessor's organization and principal place of business, (y) a certificate of the Secretary or an Assistant Secretary of the Lessor's General Partner on the Closing Date, attaching and certifying as to (A) the Board of Directors' (or appropriate committee's) resolution duly authorizing the execution, delivery and performance by it, as general partner of the Lessor, of each Operative Document to which the Lessor is or will be a party, (B) the incumbency and signatures of persons authorized to execute and deliver such documents on its behalf, (C) its articles or certificate of incorporation, certified as of a recent date by the Secretary of State of the state of its incorporation and (D) its by-laws, and (z) good standing certificates for the Lessor's General Partner on the Closing Date from the appropriate offices of the State of incorporation and principal place of business of the Lessor's General Partner.
Sample 1

Related to Lessor's Resolutions and Incumbency Certificate, etc

  • 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.

  • 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 Certificates Agent and Initial Lenders shall have received certificates satisfactory to them from one or more knowledgeable Senior Officers of Borrower that, after giving effect to the financing under this Agreement and the issuance of the Letters of Credit, Borrower is Solvent.

  • Borrower Incumbency Certificate The Administrative Agent shall have received, with a counterpart for each Lender, a Certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing any Credit Document reasonably satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

  • Solvency Certificate The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Borrower.

  • Secretary’s Certificate, Etc The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member, general partner or equivalent, as to:

  • Resolutions; Incumbency (i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and

  • Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Incumbency and Signature Certificates A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

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