Common use of Loan Party Documents Clause in Contracts

Loan Party Documents. On or before the Effective Date, Company shall, and shall cause each other Loan Party to, deliver to Administrative Agent the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Effective Date: (i) Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Effective Date; (ii) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Effective Date by the secretary or similar officer of such Person as being in full force and effect without modification or amendment; (iii) Signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (iv) Executed originals of the Amendment and Restatement Agreement and any other document to be executed by a Loan Party hereunder; and (v) Such other documents as Administrative Agent may reasonably request.

Appears in 3 contracts

Samples: Amendment and Restatement and Additional Term Loan Assumption Agreement (Skilled Healthcare Group, Inc.), Amendment and Restatement Agreement (Skilled Healthcare Group, Inc.), Amendment and Restatement Agreement (Skilled Healthcare Group, Inc.)

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Loan Party Documents. On or before the Effective Closing Date, Company shall, and shall cause each other Loan Party to, deliver to Lenders or to Administrative Agent the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Effective Closing Date: (i) Copies copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate (or equivalent document, if applicable) from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Effective Closing Date; (ii) Resolutions copies of the Organizational Documents of each Co-Borrower, certified by an Officer of the Co-Borrower, together with a good standing certificate (or equivalent document, if applicable) from the Secretary of State of its jurisdiction of organization each dated a recent date prior to the Closing Date; (iii) resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Effective Closing Date by the secretary or similar officer officer, or a duly appointed signatory, of such Person as being in full force and effect without modification or amendment; (iiiiv) Signature signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (iv) Executed originals of the Amendment and Restatement Agreement and any other document to be executed by a Loan Party hereunder; and (v) Such other documents as Administrative Agent may reasonably requestexecuted originals of the Loan Documents to which such Person is a party.

Appears in 2 contracts

Samples: Credit Agreement (Ferroglobe PLC), Credit Agreement (Globe Specialty Metals Inc)

Loan Party Documents. On or before the Effective Closing Date, Company shall, and shall cause each other Loan Party to, deliver to Administrative Agent with sufficient originally executed copies, where appropriate, for each Lender the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Effective Closing Date: (i) Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes from the appropriate taxing authority of each taxes of such jurisdictionsjurisdiction of organization, each dated a recent date prior to the Effective Closing Date; (ii) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Effective Closing Date by the secretary or similar officer of such Person as being in full force and effect without modification or amendment; (iii) Signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (iv) Executed originals of the Amendment and Restatement Agreement and any other document Loan Documents to be executed by which such Person is a Loan Party hereunderparty; and (v) Such other documents as Administrative Agent may reasonably request.

Appears in 2 contracts

Samples: Credit Agreement (Panolam Industries International Inc), Second Lien Credit Agreement (Panolam Industries International Inc)

Loan Party Documents. On or before the Effective Closing Date, Company shall, and shall cause each other Loan Party to, deliver to Lenders (or to Administrative Agent with sufficient originally executed copies, where appropriate, for each Lender) the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Effective Closing Date: (i) Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization (or other applicable authority) or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State (or other applicable authority) of its jurisdiction of organization and each other state in which (if available from such Person is qualified to do business jurisdiction) and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictionsjurisdiction, each dated a recent date prior to the Effective Closing Date; (ii) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Effective Closing Date by the secretary or similar officer of such Person as being in full force and effect without modification or amendment; (iii) Signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (iv) Executed originals of the Amendment and Restatement Agreement and any other document Loan Documents to be executed by which such Person is a Loan Party hereunderparty; and (v) Such other documents as Administrative Agent may reasonably request.

Appears in 2 contracts

Samples: Credit Agreement (FTD Group, Inc.), Credit Agreement (FTD Group, Inc.)

Loan Party Documents. On or before the Effective Closing Date, Company shall, and shall cause each other Loan Party to, deliver to Lenders (or to Administrative Agent with sufficient originally executed copies, where appropriate, for each Lender) the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Effective Closing Date: (i) Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictionsjurisdiction, each dated a recent date prior to the Effective Closing Date; (ii) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Effective Closing Date by the secretary or similar officer of such Person as being in full force and effect without modification or amendment; (iii) Signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (iv) Executed originals of the Amendment and Restatement Agreement and any other document Loan Documents to be executed by which such Person is a Loan Party hereunderparty; and (v) Such other documents as Administrative Agent may reasonably request.

Appears in 2 contracts

Samples: Credit Agreement (Ruths Chris Steak House, Inc.), Credit Agreement (Ruths Chris Steak House, Inc.)

Loan Party Documents. On or before the Effective Closing Date, Company Borrower shall, and shall cause each other Loan Party and BJI Mexico to, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following with respect to Company or Borrower, such Loan PartyParty or BJI Mexico, as the case may be, each, unless otherwise noted, dated the Effective Closing Date: (i) Copies Certified copies of the Organizational Documents Certificate or Articles of Incorporation or similar formation documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization incorporation and each other state in which such Person is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Effective Closing Date; (ii) Copies of the Bylaws or other similar organizational documents of such Person, certified as of the Closing Date by such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Governing Body Board of Directors or other similar governing body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and Related Agreements to which it is a party, certified as of the Effective Closing Date by the corporate secretary or similar officer an assistant secretary of such Person as being in full force and effect without modification or amendment; (iiiiv) Signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (ivv) Executed originals of the Amendment and Restatement Agreement and any other document Loan Documents to be executed by which such Person is a Loan Party hereunderparty; and (vvi) Such other documents as Administrative Agent may reasonably request.

Appears in 2 contracts

Samples: Credit Agreement (Winsloew Furniture Inc), Credit Agreement (Winsloew Furniture Inc)

Loan Party Documents. On or before the Effective Restatement Date, Company shall, and shall cause each other Loan Party to, deliver to Administrative Agent with sufficient originally executed copies, where appropriate, for each Lender the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Effective Restatement Date: (i) Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes from the appropriate taxing authority of each taxes of such jurisdictionsjurisdiction of organization, each dated a recent date prior to the Effective Restatement Date; (ii) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Effective Restatement Date by the secretary or similar officer of such Person as being in full force and effect without modification or amendment; (iii) Signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (iv) Executed originals of the Amendment and Restatement Agreement and any other document Loan Documents to be executed by which such Person is a Loan Party hereunderparty; and (v) Such other documents as Administrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Panolam Industries International Inc)

Loan Party Documents. On or before the Effective Date, Company Borrower shall, and shall cause Holdings and each other Loan Party wholly-owned Subsidiary of Holdings to, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following with respect to Company Borrower or such Loan Party, as the case may be, each, unless otherwise noted, dated the Effective Date: (i) Copies Certified copies of the Organizational Documents Certificate or Articles of Incorporation or similar formation documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization incorporation and each other state in which such Person is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Effective Date; (ii) Copies of the Bylaws or other similar organizational documents of such Person, certified as of the Effective Date by such Person’s corporate secretary or an assistant secretary; (iii) Resolutions of the Governing Body Board of Directors or other similar governing body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Effective Date by the corporate secretary or similar officer an assistant secretary of such Person as being in full force and effect without modification or amendment; (iiiiv) Signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (ivv) Executed originals of the Amendment and Restatement Agreement and any other document Loan Documents to be executed by which such Person is a Loan Party hereunderparty; and (vvi) Such other documents as Administrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (La Quinta Properties Inc)

Loan Party Documents. On or before the Effective Closing Date, Holdings and Company shall, and shall cause each other Loan Party to, deliver to Lenders (or to Administrative Agent with sufficient originally executed copies, where appropriate, for each Lender) the following with respect to Holdings, Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Effective Closing Date: (i) Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization and dated a recent date prior to the Closing Date or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes from the appropriate taxing authority of each of such jurisdictionsbusiness, each dated a recent date prior to the Effective Closing Date; (ii) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and the Second Lien Term Loan Agreement to which it is a party, certified as of the Effective Closing Date by the secretary or similar officer of such Person as being in full force and effect without modification or amendment; (iii) Signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (iv) Executed originals of the Amendment and Restatement Agreement and any other document Loan Documents to be executed by which such Person is a Loan Party hereunderparty; and (v) Such other documents as Administrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Bare Escentuals Inc)

Loan Party Documents. On or before the Effective Closing Date, Company Borrowers shall, and shall cause each other Loan Party to, deliver to Administrative Agent Lenders (or to Agents for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following with respect to Company Borrowers or such Loan Party, as the case may be, each, unless otherwise noted, dated the Effective Closing Date: (i) Copies Certified copies of the Organizational Documents charter documents (such as the Certificate or Articles of Incorporation) of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization incorporation and each other state in which such Person is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any 77 applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Effective Closing Date; (ii) Copies of the Bylaws of such Person, certified as of the Closing Date by such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Governing Body Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Effective Closing Date by the corporate secretary or similar officer an assistant secretary of such Person as being in full force and effect without modification or amendment; (iiiiv) Signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (ivv) Executed originals of the Amendment and Restatement Agreement and any other document Loan Documents to be executed by which such Person is a Loan Party hereunderparty; and (vvi) Such other documents as Administrative Agent Agents may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Manufacturers Services LTD)

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Loan Party Documents. On or before the Effective Closing Date, Company Borrower shall, and shall cause each other Loan Party to, deliver to Lenders (or to Administrative Agent for delivery to Lenders) the following with respect to Company Borrower or such Loan Party, as the case may be, each, unless otherwise noted, dated the Effective Closing Date: (i) Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Effective Closing Date, excluding in any case any such jurisdiction in which the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect; (ii) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Effective Closing Date by the secretary or similar officer of such Person as being in full force and effect without modification or amendment; (iii) Signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (iv) Executed originals of the Amendment and Restatement Agreement and any other document Loan Documents to be executed by which such Person is a Loan Party hereunderparty; and (v) Such other documents as Administrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Thoratec Corp)

Loan Party Documents. On or before the Effective Closing Date, Holdings and Company shall, and shall cause each other Loan Party to, deliver to Lenders (or to Administrative Agent with sufficient originally executed copies, where appropriate, for each Lender) the following with respect to Holdings, Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Effective Closing Date: (i) Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization and dated a recent date prior to the Closing Date or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes from the appropriate taxing authority of each of such jurisdictionsbusiness, each dated a recent date prior to the Effective Closing Date; (ii) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and the First Lien Credit Agreement to which it is a party, certified as of the Effective Closing Date by the secretary or similar officer of such Person as being in full force and effect without modification or amendment; (iii) Signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (iv) Executed originals of the Amendment and Restatement Agreement and any other document Loan Documents to be executed by which such Person is a Loan Party hereunderparty; and (v) Such other documents as Administrative Agent may reasonably request.

Appears in 1 contract

Samples: Term Loan Agreement (Bare Escentuals Inc)

Loan Party Documents. On or before the Effective Date, Holdings and Company shall, and shall cause each other Loan Party to, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Effective Date: (i) Copies Certified copies of the Organizational Documents Certificate or Articles of Incorporation of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and incorporation and, as requested by the Administrative Agent, each other state in which such Person is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Effective Date; (ii) Copies of the Bylaws of such Person, certified as of the Effective Date by such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Governing Body Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and Related Agreements to which it is a party, certified as of the Effective Date by the corporate secretary or similar officer an assistant secretary of such Person as being in full force and effect without modification or amendment; (iiiiv) Signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (ivv) Executed originals of the Amendment and Restatement Agreement and any other document Loan Documents to be executed by which such Person is a Loan Party hereunderparty; and (vvi) Such other documents as Administrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Wec Co)

Loan Party Documents. On or before the Effective Date, Company Borrower shall, and shall cause each other Loan Party to, deliver to Administrative Lenders (or to Agent with sufficient originally executed copies, where appropriate, for each Lender) the following with respect to Company Borrower or such Loan Party, as the case may be, each, unless otherwise noted, dated the Effective Date: (i) Copies of the Organizational Documents of such Person, certified by the Secretary of State or equivalent Government Authority of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate from signature and incumbency certificates of the Secretary officers of State of its jurisdiction of organization and each other state in which such Person executing the Loan Documents to which it is qualified to do business anda party or, to in lieu of the extent generally availableforegoing, a certificate or other evidence of good standing as to payment of any applicable franchise the secretary or similar Taxes from officer of the appropriate taxing authority of each applicable Loan Party, certifying that, as applicable, (1) the Organizational Documents of such jurisdictionsPerson and/or (2) the signature and incumbency certificate of such Person, in each dated a recent date prior case as delivered to Agent on the Effective Closing Date, are in full force and effect and have not been amended or modified in any respect since the Closing Date; (ii) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Effective Date by the secretary or similar officer of such Person as being in full force and effect without modification or amendment; (iii) Signature and incumbency certificates Executed originals of the officers of such Person executing the Loan Documents to which it such Person is a party; (iv) Executed originals of the Amendment and Restatement Agreement and any other document to be executed by a Loan Party hereunder; and (viv) Such other documents as Administrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Joy Global Inc)

Loan Party Documents. On or before the Effective Closing Date, Company shall, and shall cause each other Loan Party to, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Effective Closing Date: (i) Copies Certified copies of the Organizational Documents Certificate or Articles of Incorporation or other organizational documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization incorporation and each other state in which such Person is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Effective Closing Date; (ii) Copies of the Bylaws or other organizational documents of such Person, certified as of the Closing Date by such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Governing Body members of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and Related Agreements to which it is a party, certified as of the Effective Closing Date by the corporate secretary or similar officer an assistant secretary of such Person as being in full force and effect without modification or amendment; (iiiiv) Signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (ivv) Executed originals of the Amendment and Restatement Agreement and any other document Loan Documents to be executed by which such Person is a Loan Party hereunderparty; and (vvi) Such other documents as Administrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Digitas Inc)

Loan Party Documents. On or before the Effective Closing Date, Company shall, and shall cause each other Loan Party to, deliver to Lenders (or to Administrative Agent with sufficient originally executed copies, where appropriate, for each Lender) the following with respect to Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Effective Closing Date: (i) Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictionsjurisdiction, each dated a recent date prior to the Effective Closing Date; (ii) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Effective Closing Date by the secretary or similar officer of such Person as being in full force and effect without modification or amendment; (iii) Signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (iv) Executed originals of the Amendment and Restatement Agreement and any other document Loan Documents to be executed by which such Person is a Loan Party hereunderparty; and (v) Such other documents as Administrative Agent or Co-Arrangers may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Urs Corp /New/)

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