Limited liability company action. At the same time as the Borrowers deliver to the Agent any document executed under Clause 6.1(a), the Borrowers shall also deliver to the Agent a certificate signed by an officer of each Borrower which shall:
(a) set out the text of a resolution of that Borrower’s applicable governing body specifically authorising the execution of the document specified by the Agent unless the execution of the relevant document is authorised by the existing resolutions and general power of attorney of that Borrower; and
(b) state that either the resolution was duly passed by the member validly convened and held throughout and is valid under that Borrower’s articles of incorporation or other constitutional documents.
Limited liability company action. At the same time as the Borrower or the Guarantor delivers to the Facility Agent any document executed under Clause 6.1(a), the Borrower or, as the case may be, the Guarantor shall also deliver to the Facility Agent a certificate signed by an officer of the Borrower or, as the case may be, the Guarantor, which shall:
(a) set out the text of a resolution of the Borrower’s or the Guarantor’s applicable governing body specifically authorising the execution of the document specified by the Facility Agent (acting on the instructions of the Majority Lenders) unless the execution of the relevant document is authorised by the existing resolutions and general power of attorney of the Borrower or, as the case may be, the Guarantor; and
(b) state that either the resolution was duly passed by the member or board of directors, as applicable, validly convened and held throughout and is valid under the Borrower’s or, as the case may be, the Guarantor’s limited liability company agreement or other constitutional documents.
Limited liability company action. The delivery by Purchaser to Seller of evidence reasonably acceptable to Seller that all limited liability company actions have been taken by Purchaser to authorize the execution and delivery of this Agreement and the transactions contemplated hereby, together with an incumbency certificate regarding the incumbency of the manager of Purchaser.
Limited liability company action. The Company has all necessary limited liability company power and has taken all limited liability company action required to enter into and perform this Agreement and any other agreements and instruments contemplated hereby or to be executed in connection herewith (collectively, the "Transaction Documents"), and each Company signatory to each of the Transaction Documents has been duly authorized to execute and deliver such Transaction Document on behalf of the Company. The Transaction Documents are valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy laws or by any court sitting as a court of equity. The creation, sale and delivery of the Purchaser Interests in accordance with this Agreement, the consummation of all other transactions contemplated by this Agreement, and the terms and conditions of each other Transaction Document have been duly authorized by all necessary limited liability company action on the part of the Company and the necessary consents of the members and managers of the Company have been obtained. Xxxxxx Xxxx, as an Advisor to the Purchaser’s Board has not made recommendations as to the merit of this transaction.
Limited liability company action. At the same time as the Borrowers or, as the case may be, the Guarantor or the Shareholder, deliver to the Facility Agent any document executed under Clause 6.1(a), the Borrowers or, as the case may be, the Guarantor or the Shareholder, shall also deliver to the Facility Agent a certificate signed by an officer of each Borrower or, as the case may be, the Guarantor or the Shareholder, which shall:
(a) set out the text of a resolution of that Borrower’s or, as the case may be, the Guarantor’s or the Shareholder’s applicable governing body specifically authorising the execution of the document specified by the Facility Agent unless the execution of the relevant document is authorised by the existing resolutions and general power of attorney of that Borrower or, as the case may be, the Guarantor or the Shareholder; and
(b) state that either the resolution was duly passed by the member or board of directors, as applicable, validly convened and held throughout and is valid under that Borrower’s or, as the case may be, the Guarantor’s or the Shareholder’s limited liability company agreement or other constitutional documents.
Limited liability company action. At the same time as the Borrowers and the Security Parties or any of them deliver to the Lender any document executed under Clause 6.1(a), the Borrowers shall also deliver to the Lender a certificate signed by an officer of each Borrower or, as the case may be, each relevant Security Party, which shall:
(a) set out the text of a resolution of that Borrower’s or, as the case may be, that Security Party’s applicable governing body specifically authorising the execution of the document specified by the Lender unless the execution of the relevant document is authorised by the existing resolutions and general power of attorney of that Borrower or, as the case may be, the relevant Security Party; and
(b) state that either the resolution was duly passed by the member or board of directors, as applicable, validly convened and held throughout and is valid under that Borrower’s or, as the case may be, that Security Party’s limited liability company agreement or other constitutional documents.
Limited liability company action. All limited liability company action to authorize (i) the execution, delivery and performance by the Company of this Agreement and any other agreements or instruments contemplated hereby to which the Company is a party; and (ii) the consummation of the transactions contemplated hereby and thereby, shall have been duly and validly taken by the Company, and Conihasset shall have been furnished with copies of all applicable resolutions adopted by Melina, as the sole member of the Company, along with a copy of the Operating Agreement, certified by the Member or Manager of the Company member.
