Organic Documents, Resolutions Sample Clauses

Organic Documents, Resolutions. The Series 1997-1 Liquidity Agent shall have received: (i) a copy of RFC's certificate of incorporation, including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, and a certified copy of all other Organic Documents of RFC, and such certificate, articles or Organic Documents shall be in form and substance satisfactory to the Series 1997-1 Liquidity Agent and its counsel, and a certificate as to the good standing of RFC as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of RFC dated the Series 1997-1 Closing Date and certifying (A) that attached thereto is a true and complete copy of the Bylaws of RFC as in effect on the Series 1997-1 Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions in form and substance satisfactory to the Series 1997-1 Liquidity Agent and its counsel and duly adopted by the Board of Directors of RFC authorizing the execution, delivery and performance of this Series 1997-1 Liquidity Agreement and each of the other Related Documents to which RFC is a party and the transactions contemplated hereby and thereby, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of RFC has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing this Series 1997-1 Liquidity Agreement and each of the other Related Documents to which RFC is a party or any other document delivered in connection herewith or therewith on behalf of RFC; (iii) a certificate of an Authorized Officer of RFC (other than the Secretary or Assistant Secretary providing the certificate referred to in clause (ii) above) as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Series 1997-1 Liquidity Agent may reasonably request.
Sample 1
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Organic Documents, Resolutions. The Liquidity Agent shall have received: (1) a copy of NFC's certificate of incorporation, including all amendments thereto, certified as a recent date by the Secretary of State of the State of Delaware, and a certified copy of all other Organic Documents of NFC, and such certificate, articles or Organic Documents shall be in form and substance satisfactory to the Liquidity Agent and its counsel, and a certificate as to the good standing of NFC as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of NFC dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the Bylaws of NFC as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions in form and substance satisfactory to the Liquidity Agent and its counsel and duly adopted by the Board of Directors of NFC authorizing the execution, delivery and performance of this Liquidity Agreement and each of the other Related Documents to which NFC is a party and the transactions contemplated hereby and thereby, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of NFC has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing this Liquidity Agreement and each of the other Related Documents to which NFC is a party or any other document delivered in connection herewith or therewith on behalf of NFC; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Liquidity Agent may reasonably request.
Sample 1

Related to Organic Documents, Resolutions

  • Organization Documents, Resolutions, Etc Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance satisfactory to the Administrative Agent and its legal counsel:

  • Bylaws and Resolutions For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

  • Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity” Depositor

  • Certified Copies of Charter Documents Each of the Lenders shall have received from the Borrower and each of its Subsidiaries a copy, certified by a duly authorized officer of such Person to be true and complete on the Closing Date, of each of (a) its charter or other incorporation documents as in effect on such date of certification, and (b) its by-laws as in effect on such date.

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

  • Corporate Resolutions Delivery by the Company to the Buyer a copy of resolutions of the Company’s board of directors, approving and authorizing the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby in the form attached hereto as Exhibit C (the “Irrevocable Resolutions”);

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Certified Resolutions A certified copy of the resolutions of the Board of Directors of Buyer authorizing and approving this Agreement and the consummation of the transactions contemplated by this Agreement.

  • Corporate Resolution Seller shall have received from Purchaser a certified copy of its corporate resolution approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, together with such other certificates of incumbency and other evidences of corporate authority as Seller or its counsel may reasonably request.

  • Accuracy of Incorporated Documents The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules thereunder, and none of the Incorporated Documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules thereunder, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

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