Common use of Loan Party Documents Clause in Contracts

Loan Party Documents. On or before the Restatement Date, Borrower 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 Borrower or such Loan Party, as the case may be, each, unless otherwise noted, dated the Restatement Date: (i) A certificate, dated the Restatement Date and signed by the Secretary or an Assistant Secretary of Parent and Borrower, certifying that (A) except as set forth on any schedule attached thereto, the Organizational Documents of Parent, Borrower and each other Loan Party previously delivered on the Closing Date (or such later date on which such Person became a Loan Party) have not been amended since the date of such delivery, (B) attached thereto are resolutions duly adopted by the Governing Body of Parent, Borrower and each other Loan Party approving and authorizing the execution, delivery and performance of the Amendment Agreement (including Exhibit A thereto in the form of this Agreement) and the other Loan Documents to which such Person is a party, as applicable, and, in the case of Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) attached thereto is a certificate as to the good standing of Parent, Borrower and each other Loan Party, each dated as of a recent date prior to the Restatement Date from the Secretary of State (or equivalent Government Authority) of the state of its organization, and (D) as to the incumbency and specimen signature of each officer executing the Amendment Agreement and any other Loan Document or any other document delivered in connection therewith on behalf of such Loan Party; (ii) A certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above; and (iii) Executed originals of the Loan Documents being entered into on the Restatement Date to which such Person is a party; and (iv) Such other documents as Administrative Agent or Co-Arrangers may reasonably request.

Loan Party Documents. On or before the Restatement Closing Date, Borrower shall, and each Guarantor 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 LenderLender and its counsel) the following with respect to Borrower or such Loan Party, as the case may be, Party each, unless otherwise noted, dated the Restatement Closing Date: (i) A certificateWith respect to Borrower, dated the Restatement Date Holdings and signed by each Subsidiary Guarantor listed on Schedule 4.1 hereto, a long-form good standing certificate from the Secretary of State of its jurisdiction of organization, each dated a recent date prior to the Closing Date; (ii) Copies of the Bylaws and Articles or an Assistant Secretary Certificates of Parent and BorrowerIncorporation of such Person, certifying that (A) except certified as set forth on any schedule attached thereto, the Organizational Documents of Parent, Borrower and each other Loan Party previously delivered on the Closing Date (by such Person's corporate secretary or an assistant secretary or a certificate from such later date on which Person's secretary or assistant secretary stating that such Person became a Loan Party) Person's Bylaws and Articles or Certificate of Incorporation have not been amended since the date delivery thereof to the Prepetition Agents in November 1999; (iii) Resolutions of the Board of Directors of such delivery, (B) attached thereto are resolutions duly adopted by the Governing Body of Parent, Borrower and each other Loan Party Person approving and authorizing the execution, delivery and performance of the Amendment Agreement Loan Documents to which it is a party and authorizing the commencement of the Case with respect to which it is a debtor, each in form and substance satisfactory to the Administrative Agent, certified as of the Closing Date by the corporate secretary or an assistant secretary of such Person as being in full force and effect without modification or amendment; (including Exhibit A thereto iv) Signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party which certificates shall be executed by the secretary or assistant secretary of such Person; (v) Executed originals of a reaffirmation agreement (the "REAFFIRMATION"), substantially in the form of this Exhibit XVI hereto, relating to the Cash Manage ment Indemnity Reimbursement Agreement; and (vi) and the other Executed originals of each Loan Documents Document to which such Person is a party, as applicable, and, in the case of Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) attached thereto is a certificate as to the good standing of Parent, Borrower and each other Loan Party, each dated as of a recent date prior to the Restatement Date from the Secretary of State (or equivalent Government Authority) of the state of its organization, and (D) as to the incumbency and specimen signature of each officer executing the Amendment Agreement and any other Loan Document or any other document delivered in connection therewith on behalf of such Loan Party; (ii) A certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above; and (iii) Executed originals of the Loan Documents being entered into on the Restatement Date to which such Person is a party; and (iv) Such other documents as Administrative Agent or Co-Arrangers may reasonably request.

Loan Party Documents. On or before the Restatement Closing Date, Borrower Company shall, and shall cause each other Loan Party to, deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each LenderLender and its counsel) the following with respect to Borrower Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Restatement Closing Date: (i) A certificateCertified copies of the Certificate or Articles of Incorporation, dated the Restatement Date and signed by together with a good standing certificate from the Secretary or an Assistant Secretary of Parent and Borrower, certifying that (A) except as set forth on any schedule attached thereto, State of the Organizational Documents State of Parent, Borrower its jurisdiction of incorporation and each other Loan Party previously delivered on the Closing Date (or such later date on state in which such Person became is qualified as a Loan Party) have not been amended since foreign corporation to do business and, to the date 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 deliveryjurisdictions, each dated a recent date prior to the Restatement Closing Date; (Bii) attached thereto are resolutions duly adopted Copies of the Bylaws of such Person, certified as of the Restatement Closing Date by its corporate secretary or an assistant secretary; (iii) Resolutions of the Governing Body Board of Parent, Borrower Directors and each other Loan Party (except for the Company) shareholders of such Person approving and authorizing the execution, delivery and performance of this Agreement and the Amendment other Loan Documents to which it is a party, certified as of the Restatement Closing Date by the corporate secretary or an assistant secretary of such Person as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of the officers of such Person executing this Agreement and the other Loan Documents to which it is a party; (including Exhibit A thereto in the form v) Executed originals of this Agreement, the Notes (duly executed in accordance with Section 2.1B, drawn to the order of each Lender and with appropriate insertions) (in the case of Company), each of the amended and restated Loan Documents in the forms attached as Exhibits 3.1A through 3.1E hereto, and the other Loan Documents to which such Person is a party, as applicable, and, in the case of Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) attached thereto is a certificate as to the good standing of Parent, Borrower and each other Loan Party, each dated as of a recent date prior to the Restatement Date from the Secretary of State (or equivalent Government Authority) of the state of its organization, and (D) as to the incumbency and specimen signature of each officer executing the Amendment Agreement and any other Loan Document or any other document delivered in connection therewith on behalf of such Loan Party; (ii) A certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above; and (iii) Executed originals of the Loan Documents being entered into on the Restatement Date to which such Person is a party; and (ivvi) Such other documents as Administrative Agent or Co-Arrangers may reasonably request.

Loan Party Documents. On Company, Holdings and the Requisite Lenders shall have executed and delivered this Agreement and on or before the Restatement Effective Date, Borrower 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 LenderLender and its counsel) the following with respect to Borrower Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Restatement Effective Date: (i) A certificateCertified copies of the Agreement of Limited Partnership or Certificate or Articles of Incorporation of such Person, dated the Restatement Date and signed by together with a good standing certificate from the Secretary of State of its jurisdiction of formation or an Assistant Secretary of Parent and Borrower, certifying that (A) except as set forth on any schedule attached thereto, the Organizational Documents of Parent, Borrower incorporation and each other Loan Party previously delivered on the Closing Date (or such later date on state in which such Person became is qualified as a foreign Person to do business (except, with respect to Loan PartyParties, other than Company, any such other state or states in which failure to be qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (provided that no such state shall be a state in which real property of the applicable Loan Party is located)) have not been amended since and, to the date extent generally available, a certificate or other evidence of good standing or existence as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such deliveryjurisdictions, each dated a recent date prior to the Effective Date; (Bii) attached thereto are resolutions duly adopted Copies of the Bylaws of each such Person that is a corporation, certified as of the Effective Date by such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Governing Body Board of ParentDirectors, Borrower and each general partner or other Loan Party authorizing body of such Person approving and authorizing the execution, delivery and performance of the Amendment Agreement (including Exhibit A thereto in the form of this Agreement) and the other Loan Documents to which it is a party to be executed on the Effective Date, certified as of the Effective Date by the secretary or an assistant secretary or general partner of such Person is a party, as applicable, and, in the case of Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are being in full force and effect, (C) attached thereto is a certificate as to the good standing of Parent, Borrower and each other Loan Party, each dated as of a recent date prior to the Restatement Date from the Secretary of State (effect without modification or equivalent Government Authority) of the state of its organization, and (D) as to the incumbency and specimen signature of each officer executing the Amendment Agreement and any other Loan Document or any other document delivered in connection therewith on behalf of such Loan Partyamendment; (iiiv) A certificate of another officer as to the Signature and incumbency and specimen signature certificates of the Secretary or Assistant Secretary executing officers of such Person executing, as of the certificate pursuant Effective Date, any Loan Documents to clause (i) above; andwhich it is a party; (iiiv) Executed originals of the Loan Documents being entered into on the Restatement Date not previously executed to which such Person is a party; and (ivvi) Such other documents as Administrative any Agent or Co-Arrangers may reasonably request.

Loan Party Documents. On or before the Restatement Closing Date, Borrower 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 LenderLender and its counsel) the following with respect to Borrower Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Restatement Closing Date: (ia) A certificateIn the case of Company and the New Subsidiaries, dated certified copies of the Restatement Date and signed by Certificate or Articles of Incorporation of such Person, together with a good standing certificate from the Secretary or an Assistant Secretary of Parent and Borrower, certifying that (A) except as set forth on any schedule attached thereto, the Organizational Documents State of Parent, Borrower its jurisdiction of 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 from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Closing Date and (b) in the case of each other Loan Party previously Party, an Officer's Certificate certifying that each of the documents specified in (a) above with respect to such Person was delivered on the Existing Credit Agreement Closing Date, and that since the Existing Credit Agreement Closing Date, there have been no amendments to such Person's Certificate or Articles of Incorporation, and no event has occurred that would cause any of the good standing certificates so delivered to cease to be in full force and effect; (a) In the case of Company and the New Subsidiaries, copies of the Bylaws of such Person, certified as of the Closing Date by such Person's corporate secretary or an assistant secretary and (or such later date on which such Person became a Loan Partyb) have not been amended since in the date case of such delivery, (B) attached thereto are resolutions duly adopted by the Governing Body of Parent, Borrower and each other Loan Party approving Party, an Officer's Certificate certifying that true and correct Bylaws of such Person were delivered on the Existing Credit Agreement Closing Date and that there have been no amendments thereto since such date; (iii) Resolutions of the Board of Directors of such Person confirming such Person's obligations under the Loan Documents executed and delivered by it on or before the Existing Credit Agreement Closing Date, and authorizing the execution, delivery and performance of the Amendment Agreement (including Exhibit A thereto in the form of this Agreement) and the other Loan Documents to which it is a party to be executed and delivered on the Closing Date, certified as of the Closing Date by the corporate secretary or an assistant secretary of such Person as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of the officers of such Person executing the Loan Documents to be delivered on the Closing Date to which it is a party; (v) Executed originals of the Loan Documents to be delivered on the Closing Date to which such Person is a party, as applicable, and, in the case including without limitation execution of Borrowerthis Agreement, the borrowings hereunderNotes, and that such resolutions have not been modifiedthe Company Amendment and Confirmation by Company, rescinded or amended execution and are in full force delivery by the New Subsidiaries and effect, (C) attached thereto is a certificate as to the good standing of Parent, Borrower and each other Loan Party, each dated as of a recent date prior to the Restatement Date from the Secretary of State (or equivalent Government Authority) Subsidiary Guarantors of the state of its organization, Subsidiary Amendment and (D) as to the incumbency and specimen signature of each officer executing the Amendment Agreement and any other Loan Document or any other document delivered in connection therewith on behalf of such Loan Party; (ii) A certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) aboveConfirmation; and (iii) Executed originals of the Loan Documents being entered into on the Restatement Date to which such Person is a party; and (ivvi) Such other documents as Administrative Agent or Co-Arrangers may reasonably request.

Loan Party Documents. On or before the Restatement Effective Date, Borrower 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 LenderLender and its counsel) the following with respect to Borrower Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Restatement Effective Date: (i) A certificateCertified copies of the Certificate or Articles of Incorporation of such Person (or, dated in lieu thereof, a certificate of the corporate secretary of such Person certifying as of the Restatement Effective Date and signed by the Secretary or an Assistant Secretary that its Certificate of Parent and Borrower, certifying that (A) except as set forth on any schedule attached thereto, the Organizational Documents of Parent, Borrower and each other Loan Party previously Incorporation delivered on the Closing Date (pursuant to subsection 3.1 of the Existing AXEL Credit Agreement is in full force and effect without modification or such later date on amendment), together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which such Person became is qualified as a Loan Party) have not been amended since foreign corporation to do business and, to the date 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 deliveryjurisdictions, each dated a recent date prior to the Restatement Effective Date; (Bii) attached thereto are resolutions duly adopted Copies of the Bylaws of such Person, certified as of the Closing Date by such Person's corporate secretary or an assistant secretary (or, in lieu thereof, a certificate of the Governing Body corporate secretary of Parent, Borrower such Person certifying as of the Restatement Effective Date that its Bylaws delivered on the Closing Date pursuant to subsection 3.1 of the Existing AXEL Credit Agreement is in full force and each other Loan Party effect without modification or amendment); (iii) Resolutions of the Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Amendment AXEL Loan Documents and the Anagram Acquisition Agreement to which it is a party, certified as of the Restatement Effective Date by the corporate secretary or an assistant secretary of such Person as being in full force and effect without modification or amendment; (including Exhibit A thereto in iv) Signature and incumbency certificates of the form officers of such Person executing the AXEL Loan Documents to which it is a party; (v) Executed originals of this AgreementAgreement and (to the extent not previously executed and delivered to Lenders) and the other Loan Documents to which such Person is a party, as applicable, and, in the case of Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) attached thereto is a certificate as to the good standing of Parent, Borrower and each other Loan Party, each dated as of a recent date prior to the Restatement Date from the Secretary of State (or equivalent Government Authority) of the state of its organization, and (D) as to the incumbency and specimen signature of each officer executing the Amendment Agreement and any other Loan Document or any other document delivered in connection therewith on behalf of such Loan Party; (ii) A certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above; and (iii) Executed originals of the Loan Documents being entered into on the Restatement Date to which such Person is a party; and (ivvi) Such other documents as Arranger or Administrative Agent or Co-Arrangers may reasonably request.

Loan Party Documents. On or before the Restatement Closing Date, Borrower Company shall, and shall cause each other Loan Party Parent and Acquisition Co. to, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender) the following with respect to Borrower Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Restatement Closing Date: (i) A certificateCertified copies of the Certificate or Articles of Incorporation of such Person, dated the Restatement Date and signed by together with a good standing certificate from the Secretary or an Assistant Secretary of Parent and Borrower, certifying that (A) except as set forth on any schedule attached thereto, the Organizational Documents State of Parent, Borrower its jurisdiction of incorporation and each other Loan Party previously delivered on state in which such Person does a material amount of business and is qualified as a foreign corporation to do business and, to the extent applicable and 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 Closing Date; (ii) Copies of the Bylaws of such Person, certified as of the Closing Date (by an Authorized Officer of such Person or such later date on which Person's corporate secretary or assistant secretary; (iii) Resolutions of the Board of Directors of such Person became a Loan Party) have not been amended since the date of such delivery, (B) attached thereto are resolutions duly adopted by the Governing Body of Parent, Borrower and each other Loan Party approving and authorizing the execution, delivery and performance of the Amendment Agreement (including Exhibit A thereto in the form of this Agreement) Loan Documents and the other Loan Documents Related Agreements to which such Person it is a party, and the consummation of the transactions contemplated by the foregoing, certified as applicable, and, in of the case Closing Date by an Authorized Officer of Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded Person or amended and are such Person's corporate secretary or assistant secretary as being in full force and effect, effect without modification or amendment; (Civ) attached thereto is a certificate as Signature and incumbency certificates with respect to the good standing each Authorized Officer of Parent, Borrower and each other Loan Party, each dated as of a recent date prior to the Restatement Date from the Secretary of State (or equivalent Government Authority) of the state of its organization, and (D) as to the incumbency and specimen signature of each officer such Person executing the Amendment Agreement and any other Loan Document or authorized to execute any notice, request or other document that may be delivered in connection therewith on behalf of such Loan Partypursuant thereto; (ii) A certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above; and (iiiv) Executed originals of the Loan Documents being entered into on Credit Agreement, any Notes requested by any Lender at least one Business Day prior to the Restatement Date to which such Person is a partyClosing Date, the Parent Guaranty, the Parent Pledge Agreement, the Finance Co. Pledge Agreement, the Acquisition Co. Guaranty, the Collateral Account Agreement and the Investment Account Agreement; and (ivvi) Such other documents as Administrative Agent or Co-Arrangers Agents may reasonably request.

Loan Party Documents. On or before the Restatement Effective Date, Borrower 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 LenderLender and its counsel) the following with respect to Borrower Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Restatement Effective Date: (i) A certificateCertified copies of the Certificate or Articles of Incorporation of such Person (or, dated in lieu thereof, a certificate of the corporate secretary of such Person certifying as of the Restatement Effective Date and signed by the Secretary or an Assistant Secretary that its Certificate of Parent and Borrower, certifying that (A) except as set forth on any schedule attached thereto, the Organizational Documents of Parent, Borrower and each other Loan Party previously Incorporation delivered on the Closing Date (pursuant to subsection 4.1 of the Existing Revolving Loan Credit Agreement is in full force and effect without modification or such later date on amendment), together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which such Person became is qualified as a Loan Party) have not been amended since foreign corporation to do business and, to the date 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 deliveryjurisdictions, each dated a recent date prior to the Restatement Effective Date; (Bii) attached thereto are resolutions duly adopted Copies of the Bylaws of such Person, certified as of the Closing Date by such Person's corporate secretary or an assistant secretary (or, in lieu thereof, a certificate of the Governing Body corporate secretary of Parent, Borrower such Person certifying as of the Restatement Effective Date that its Bylaws delivered on the Closing Date pursuant to subsection 4.1 of the Existing Revolving Loan Credit Agreement is in full force and each other Loan Party effect without modification or amendment); (iii) Resolutions of the Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Amendment Agreement (including Exhibit A thereto in the form of this Agreement) Revolving Loan Documents and the other Anagram Acquisition Agreement to which it is a party, certified as of the Restatement Effective Date by the corporate secretary or an assistant secretary of such Person as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of the officers of such Person executing the Revolving Loan Documents to which such Person it is a party, as applicable, and, in the case of Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) attached thereto is a certificate as to the good standing of Parent, Borrower and each other Loan Party, each dated as of a recent date prior to the Restatement Date from the Secretary of State (or equivalent Government Authority) of the state of its organization, and (D) as to the incumbency and specimen signature of each officer executing the Amendment Agreement and any other Loan Document or any other document delivered in connection therewith on behalf of such Loan Party; (ii) A certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above; and (iiiv) Executed originals of this Agreement and (to the extent not previously executed and delivered to Lenders) the other Revolving Loan Documents being entered into on the Restatement Date to which such Person is a party; and (ivvi) Such other documents as Arranger or Administrative Agent or Co-Arrangers may reasonably request.