Common use of Loan Party Documents Clause in Contracts

Loan Party Documents. On or before the 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 Closing Date: (i) Certified copies of the Certificate or Articles of Incorporation of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which such Person is qualified as a foreign corporation to do business (except, with respect to Loan Parties 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)) 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; (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 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 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 which it is a party; (v) Executed originals of the Loan Documents to which such Person is a party; and (vi) Such other documents as Syndication Agent or Administrative Agent may reasonably request.

Loan Party Documents. On or before the 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 counselLender) the following with respect to Company or such other Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) Certified copies of the Organizational Certificate or Articles of Incorporation of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation incorporation, organization or formation, as applicable, and each other state in which such Person does a material amount of business and is qualified as a foreign corporation entity to do business (except, with respect to Loan Parties 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)) 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 Organizational Documents of such Person, certified as of the Closing Date by an Authorized Officer of such Person or such Person's ’s corporate secretary or an assistant secretary; (iii) Resolutions of the Board of Directors Organizational Authorizations of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and Related Agreements to which it is a party, and the consummation of the transactions contemplated by the foregoing, certified as of the Closing Date by the an Authorized Officer of such Person or such Person’s 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 with respect to each Authorized Officer of such Person executing the any Loan Documents Document or authorized to which it is a partyexecute any notice, request or other document that may be delivered pursuant thereto; (v) Executed originals of the Loan Documents Credit Agreement, any Notes requested by any Lender at least one Business Day prior to which such Person is a partythe Closing Date, the Intercreditor Agreement, the Parent Guaranty, the Parent Pledge Agreement, the Pledge Agreement, the Security Agreement and the Subsidiary Guaranty, executed by Parent, Company and each of Company’s Domestic Subsidiaries, as applicable; and (vi) Such other documents as Syndication Agent or Administrative Agent Agents may reasonably request.

Loan Party Documents. On or before the Closing Effective 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 Closing Effective Date: (i) Certified copies of the Certificate or Articles of Incorporation of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which such Person is qualified as a foreign corporation to do business (except, with respect to Loan Parties 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)) 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 Effective Date; (ii) Copies of the Bylaws of such Person, certified as of the Closing Effective Date by such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Board of Directors of such Person approving and authorizing the execution, delivery and performance of the those Loan Documents and Documents, Related Agreements and the Acknowledgement and Consent Agreement to which it is a partyparty that are to be executed as of the Effective Date, certified as of the Closing 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 those Loan Documents, Related Agreements and the Loan Documents Acknowledgement and Consent Agreement to which it is a partyparty that are to be executed as of the Effective Date; (v) Executed originals of those Loan Documents, Related Agreements and the Loan Documents Acknowledgement and Consent Agreement to which such Person is a partyparty that are to be executed on or before the Effective Date; and (vi) Such other documents as Syndication Agent or Administrative any Agent may reasonably request.

Loan Party Documents. On or before the Closing Effective 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 Closing Effective Date: (i) Certified copies of the Agreement of Limited Partnership or Certificate or Articles of Incorporation of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of formation or incorporation and each other state in which such Person is qualified as a foreign corporation Person to do business (except, with respect to Loan Parties Parties, 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)) and, to the 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 jurisdictions, each dated a recent date prior to the Closing Effective Date; (ii) Copies of the Bylaws of each such PersonPerson that is a corporation, certified as of the Closing Effective Date by such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Board of Directors Directors, general partner or other authorizing body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and Related Agreements to which it is a partyparty to be executed on the Effective Date, certified as of the Closing Effective Date by the corporate secretary or an assistant secretary or general partner 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 executing, as of the Effective Date, any Loan Documents to which it is a party; (v) Executed originals of the Loan Documents not previously executed to which such Person is a party; and (vi) Such other documents as Syndication Agent or Administrative any Agent may reasonably request.

Loan Party Documents. On or before the Closing Date, Company Borrower shall, and shall cause each other Loan Party to, deliver to Lenders (or to and 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 each Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) Certified with respect to each Loan Party, a certificate of the secretary or assistant secretary of such Loan Party certifying and attaching as of the Closing Date: (a) copies of the Certificate certificate or Articles articles of Incorporation incorporation (or other applicable document) of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction each of incorporation and each other state the States in which such Person is qualified as a foreign corporation to do business (except, organized or with respect to Loan Parties other than Company, any such other state or states in which the failure to be qualified could not, individually or in the aggregate, reasonably be expected to do business would 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)) 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 jurisdictionsEffect, each dated a recent date prior to the Closing Date; , (iib) Copies copies of the Bylaws bylaws (or other applicable document) of such Person, certified as of the Closing Date by such Person's corporate secretary or an assistant secretary; (iiiPerson,(c) Resolutions resolutions of the Board of Directors (or other applicable Persons) 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 Closing Date by the corporate secretary or an assistant secretary of such Person as being in full force and effect without modification or amendment; (ivd) Signature signatures and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (vii) a solvency certificate for Borrower, duly executed by a financial officer of Borrower, dated the Closing Date and giving effect to the financing transactions contemplated under the Loan Documents; (iii) an Officer’s Certificate for each Loan Party, dated as of the Closing Date and substantially in the form of Exhibit L annexed hereto, to the effect that (a) the representations and warranties in each Loan Document to which such Person is a party are true, correct and complete in all respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all respects on and as of such earlier date), (b) with respect to the Officer’s Certificate delivered by Borrower only, (i) no Material Adverse Effect has occurred since January 1, 2005, and (ii) all conditions precedent set forth in this subsection 4.1 have been satisfied or waived, and (c) after giving effect to the financing transactions contemplated hereunder, no Potential Event of Default or Event of Default has occurred and is continuing; and (iv) Executed originals of the Loan Documents to which such Person is a party; and (vi) Such party and each other document, agreement and instrument described in the list of closing documents attached hereto and made a part hereof as Syndication Agent or Administrative Agent may reasonably request.Exhibit N.