Organic Documents, Resolutions Sample Clauses
Organic Documents, Resolutions. The Liquidity Agent shall ------------------------------ have received: (i) a copy of ▇▇▇▇▇'▇ 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 ▇▇▇▇▇, and a certificate as to the good standing of ▇▇▇▇▇ as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary of ▇▇▇▇▇ dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the By-laws of ▇▇▇▇▇ 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 duly adopted by the Board of Directors of Finco authorizing the execution, delivery and performance of this Agreement and each of the other Related Documents to which ▇▇▇▇▇ is a party and the transactions contemplated hereby and thereby, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of ▇▇▇▇▇ has not been amended since the date of the last amendment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 Agreement and each of the other Related Documents to which ▇▇▇▇▇ is a party or any other document delivered in connection herewith or therewith on behalf of ▇▇▇▇▇; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary executing the certificate pursuant to clause (ii) above.
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.
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.