Organization Documents; Incumbency. Administrative Agent shall have received (i) copies of each Organization Document executed and delivered by Company; (ii) signature and incumbency certificates of the officers of each Credit Party executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of Company approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Effective Date, certified as of the Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of Company’s jurisdiction of incorporation, organization or formation dated a recent date prior to the Effective Date; provided that, in lieu of delivery of each of the documents or resolutions set forth in this Section 3.1(b), Company may deliver a certificate executed by the President or any Vice President of Company certifying that there have been no material amendments to those documents or resolutions previously delivered to the Administrative Agent on the Closing Date pursuant to Section 3.1(c) of the Original Credit Agreement.
Organization Documents; Incumbency. The Agent shall have received a copy of (i) each Organization Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Senior Officers of each Loan Party executing the Loan Documents to which it is a party; (iii) resolutions of the board of directors or similar governing body of each Loan Party (A) approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party and (B) in the case of each Borrower, the extensions of credit contemplated hereunder, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate (or other similar instrument) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation (to the extent a good standing certificate or similar instrument may be obtained in such jurisdiction).
Organization Documents; Incumbency. (i) copies of the certificate of incorporation or other formation documents of each Obligor (other than Immaterial Subsidiaries), and all amendments thereto, certified as of a recent date by the Secretary of State of the state of organization of such Obligor (other than Immaterial Subsidiaries); (ii) the certificate of said Secretary of State as to the due incorporation, valid corporate existence, good standing and charter documents on file of such Obligor (other than Immaterial Subsidiaries), as of a recent date; (iii) the certificate of the Secretary of State of each state in which such Obligor (other than Immaterial Subsidiaries) is required to qualify to do business as to due qualification to do business as a foreign entity and good standing of such Obligor (other than Immaterial Subsidiaries), as of a recent date; (iv) the certificate of the Secretary or Assistant Secretary of such Obligor (other than Immaterial Subsidiaries), dated the date hereof, certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation and by-laws or other formation documents of such Obligor (other than Immaterial Subsidiaries), as in effect on the date of such certification, (B) that such certificate of incorporation or other formation documents has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above, and (C) the incumbency and signatures of the officers of such Obligor (other than Immaterial Subsidiaries) executing this Agreement or any other Facility Document on behalf of such Obligor (other than Immaterial Subsidiaries); and (v) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iv) above.
Organization Documents; Incumbency. The Administrative Agent and counsel to the Lenders shall have received, in respect of each Loan Party, (i) copies of such Loan Party’s Organizational Documents, (ii) to the extent applicable, copies of the public deeds or copies of the documents evidencing the powers of attorney granted by each Loan Party to the individuals that will execute the Loan Documents on its behalf, evidencing sufficient powers to enter into the Loan Documents and (iii) signature and incumbency certificates of such Loan Party’s signatories.
Organization Documents; Incumbency. Agent shall have received a copy of (i) each Organization Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Senior Officers of each Loan Party, including those executing the Loan Documents to which it is a party; (iii) resolutions of the board of directors or similar governing body of each Loan Party (A) approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) in the case of each Borrower, the extensions of credit contemplated hereunder, and (C) in the case of each Guarantor, the guaranty of the Obligations of each Borrower, in each case certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate (or other similar instrument) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation (to the extent a good standing certificate or similar instrument may be obtained in such jurisdiction). Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Loan Party in writing.
Organization Documents; Incumbency. Lender shall have received
(i) copies of the certificate of incorporation of Borrower, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware;
(ii) the certificate of said Secretary of State as to the due incorporation, valid corporate existence, good standing and charter documents on file of Borrower, as of a recent date;
(iii) the certificate of the Secretary of Borrower, dated the Closing Date, certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation and by-laws of Borrower, as in effect on the date of such certification, (B) that such certificate of incorporation has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above, (C) that such by-laws are complete and correct as of the date of such certification, and (D) attached thereto are resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance by Borrower of the Related Documents, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect on the date of such certification.
Organization Documents; Incumbency. Administrative Agent shall have received (i) copies of each Organization Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents and the Transaction Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation dated a recent date prior to the Closing Date.
Organization Documents; Incumbency. Administrative Agent shall have received (i) copies of the Organization Documents of Borrower and Guarantor; (ii) signature and incumbency certificates of the officers of Borrower and Guarantor executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of Borrower and Guarantor approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of Company’s jurisdiction of incorporation, organization or formation dated a recent date prior to the Closing Date.
Organization Documents; Incumbency. Administrative Agent shall have received (i) copies of the Organization Documents, including any amendments thereto, of Account Party and Guarantor, certified as of a recent date by the applicable Governmental Authority of such Person’s jurisdiction of incorporation, organization or formation; (ii) signature and incumbency certificates of the officers of Account Party and Guarantor executing the Credit Documents to which it is a party; (iii) resolutions duly adopted by the Board of Directors or similar governing body of Account Party and Guarantor approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date and the issuances hereunder, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification, rescindment or amendment; and (iv) a long form good standing certificate from the applicable Governmental Authority of the Account Party’s and the Guarantor’s jurisdiction of incorporation, organization or formation dated a recent date prior to the Closing Date.
Organization Documents; Incumbency. Agent shall have received (i) copies of each Organization Document executed by such Additional Guarantor, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated as of the date hereof or a recent date prior thereto, (ii) signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party, (iii) resolutions of the Board or similar governing body of each Loan Party, in each case, approving and authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the date hereof, certified as of the date hereof by its secretary or an assistant secretary or other similar responsible officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate from the applicable Governmental Authority of such Additional Guarantor’s jurisdiction of incorporation, organization, or formation dated a recent date prior to the date hereof.
