Common use of Organizational and Authorization Documents Clause in Contracts

Organizational and Authorization Documents. A certificate of the corporate secretary or other officer of each Borrower certifying and attaching: (i) copies of its articles of incorporation and bylaws; (ii) resolutions of the board of directors of such Borrower, approving and authorizing such Borrower’s issuance of the Revolving Note and Advisory Fee Shares, and the execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; (iii) the signatures and incumbency of the officers of such Borrower executing any of the Loan Documents, each of which such Borrower hereby certifies to be true and complete, and in full force and effect without modification, it being understood that Lender may conclusively rely on each such document and certificate until formally advised by such Borrower of any changes therein; and (iv) good standing certificate in the state of incorporation of such Borrower and in each other state requested by Lender;

Appears in 3 contracts

Samples: Credit Agreement (Wild Craze, Inc.), Credit Agreement (Petron Energy II, Inc.), Credit Agreement (M Line Holdings Inc)

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Organizational and Authorization Documents. A certificate of the corporate secretary or other officer of each Borrower certifying and attaching: (i) copies of its articles of incorporation and bylaws; (ii) resolutions of the board of directors of such Borrower, approving and authorizing such Borrower’s issuance of the Revolving Note (and Advisory Fee Shareswith respect to the Issuing Borrower, approving and authorizing the issuance of the Shares as fully paid, non-assessable shares of the Issuing Borrower’s Preferred Stock in accordance with applicable exemptions from the registration requirements under the securities Act), and the execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; (iii) the signatures and incumbency of the officers of such Borrower executing any of the Loan Documents, each of which such Borrower hereby certifies to be true and complete, and in full force and effect without modification, it being understood that Lender may conclusively rely on each such document and certificate until formally advised by such Borrower of any changes therein; and (iv) good standing certificate in the state of incorporation of such Borrower and in each other state requested by Lender;

Appears in 1 contract

Samples: Credit Agreement (Speedemissions Inc)

Organizational and Authorization Documents. A certificate Each Borrower shall have provided to Agent copies of the corporate secretary or other officer of each Borrower certifying and attaching: (i) copies the Certificate of its articles Incorporation and By-Laws of incorporation such Borrower and bylawseach Subsidiary; (ii) resolutions of the board Board of directors Directors of such Borrower, Borrower and each Subsidiary approving and authorizing such BorrowerPerson’s issuance of the Revolving Note and Advisory Fee Shares, and the execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; (iii) the signatures signature and incumbency certificates of the officers of such Borrower and each Subsidiary executing any of the Loan Documents, each of which such Borrower hereby certifies to be true and complete, and in full force and effect without modification, it being understood that Lender Agent may conclusively rely on each such document and certificate until formally advised by such Borrower of any changes therein; and (iv) good standing certificate certificates in the state of incorporation formation of such Borrower and each Subsidiary and in each other state requested by Lender;in which such Borrower is qualified to do business.

Appears in 1 contract

Samples: Senior Subordinated Loan and Security Agreement (Regional Management Corp.)

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Organizational and Authorization Documents. A certificate of the corporate secretary or other officer of each Borrower certifying and attaching: (i) copies of its articles of incorporation and bylaws; (ii) resolutions of the board of directors of such applicable Borrower, approving and authorizing such Borrower’s issuance of the Revolving Note and Advisory Fee Sharesapproving and authorizing the issuance of the Warrants and the shares issuable upon exercise thereof as fully paid, non-assessable shares of the Issuing Borrower’s Common Stock in accordance with applicable exemptions from the registration requirements under the securities Act, and the execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; (iii) the signatures and incumbency of the officers of such each Borrower executing any of the Loan Documents, each of which such Borrower Borrowers hereby certifies certify to be true and complete, and in full force and effect without modification, it being understood that Lender may conclusively rely on each such document and certificate until formally advised by such Borrower Borrowers of any changes therein; and (iv) good standing certificate in the state of incorporation of such each Borrower and in each other state requested by Lender;

Appears in 1 contract

Samples: Credit Agreement (T.O Entertainment, Inc.)

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