Organic Documents, Resolutions, etc. Each Agent shall have received from the Borrower and each other Obligor a certificate from an Authorized Officer of such Obligor dated as of the Closing Date and certifying:
(a) that attached to each such certificate are (i) a true and complete copy of all Organic Documents of such Obligor, as in effect on the date of such certificate and (ii) a true and complete copy of a certificate from the Governmental Authority of the state of such Obligor’s organization certifying that such Obligor is duly organized and validly existing in such jurisdiction;
(b) that attached to such certificate is a true and complete copy of resolutions then in full force and effect, adopted by the board of directors or other governing body of such Obligor, authorizing the execution, delivery and performance of this Agreement, the Notes and each other Loan Document to be executed by it;
(c) that attached thereto is a true and complete copy of a certificate from the appropriate Governmental Authority of the state of organization or formation, as the case may be, of such Obligor as to the existence and good standing of such Obligor, each dated within thirty (30) days prior to the date of delivery pursuant hereto, and that such certificate of incorporation or certificate of formation, as the case may be, has not been amended since the date of such certified copy; and a true and complete copy of a certificate from the appropriate Governmental Authority of each state (without duplication) as to the good standing of and payment of franchise taxes by the Borrower or each such Obligor, if applicable, dated within thirty (30) days prior to the date of delivery pursuant hereto; and
(d) as to the incumbency and signatures of those of its officers authorized to act with respect to each Loan Document executed by it, upon which certificate each Lender may conclusively rely until it shall have received a further certificate of the Secretary of the Borrower or such other Obligor canceling or amending such prior certificate.
Organic Documents, Resolutions, etc. The Administrative Agent shall have received the following: (i) copies of the Organic Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the jurisdiction of its organization and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date; (ii) such certificates of resolutions or other action, incumbency certificates, and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization.
Organic Documents, Resolutions, etc. On or before each ------------------------------------ Closing Date, the Company shall deliver or cause to be delivered to each Purchaser (with sufficient originally executed copies, where appropriate, for such Purchaser and its counsel) the following, each, unless otherwise specified, dated such Closing Date:
(a) certified copies of its articles of incorporation, together with an Officer's Certificate certifying that the Company (i) is in good standing and is duly qualified and licensed in each state wherein the character of its real property or the nature of its business makes such qualification or license necessary (except where the failure to be so qualified or licensed would not have a Material Adverse Effect), and (ii) has paid any applicable franchise or similar taxes which are due and owing as of the Closing Date;
(b) copies of its by-laws, certified as of the Closing Date by its corporate secretary or an assistant secretary;
(c) resolutions of the members of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, in form and substance reasonably satisfactory to each Purchaser and its counsel, certified as of the Closing Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; and
(d) signature and incumbency certificates of its officers executing this Agreement and the other Transaction Documents to which it is a party.
Organic Documents, Resolutions, etc. On or before the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser (with sufficient originally executed copies, where appropriate, for such Purchaser and its counsel) the following, each, unless otherwise specified, dated the Closing Date:
(a) certified copies of its certificate of incorporation, together with an Officer's Certificate certifying that the Company (i) is in good standing and is duly qualified and licensed in each state wherein the character of its real property or the nature of its business makes such qualification or qualification necessary, and (ii) has paid any applicable franchise or similar taxes which are due and owing as of the Closing Date;
(b) copies of its by-laws, certified as of the Closing Date by its corporate secretary or an assistant secretary;
(c) resolutions of the independent member of its Board of Directors approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, in form and substance reasonably satisfactory to each Purchaser and its counsel, certified as of the Closing Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; and
(d) signature and incumbency certificates of its officers executing this Agreement and the other Transaction Documents to which it is a party.
