Organizational Documents; Incumbency. Administrative Agent shall have received (i) copies of each Organizational Document for each Credit Party, certified as of a recent date prior to the Closing Date by the appropriate governmental official or, as applicable, by an officer of such Credit Party; (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 each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.
Appears in 8 contracts
Samples: Credit and Guaranty Agreement (Douglas Dynamics, Inc), Credit and Guaranty Agreement (Douglas Dynamics, Inc), Credit Agreement (Douglas Dynamics, Inc)
Organizational Documents; Incumbency. Administrative Agent shall have received received, in respect of each Credit Party, (i) sufficient copies of each Organizational Document for each Credit Partyas Administrative Agent shall request, and, to the extent applicable, certified as of the Closing Date or a recent date prior to the Closing Date thereto by the appropriate governmental official or, as applicable, by an officer of such Credit PartyGovernmental Authority; (ii) signature and incumbency certificates of the officers of each such Credit Party executing the Credit Documents to which it is a partyParty; (iii) resolutions of the Board board of Directors directors (or similar governing body body) of each such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a partyparty 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; (iv) a good standing certificate from the applicable Governmental Authority of each such Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation dated the Closing Date or other entity to do business, each dated a recent date prior to the Closing Datethereto; and (v) such other documents as Administrative Agent may reasonably request.
Appears in 4 contracts
Samples: Senior Secured Super Priority Debtor in Possession and Exit Credit and Guaranty Agreement (Tronox Inc), Credit and Guaranty Agreement (Kv Pharmaceutical Co /De/), Senior Secured Super Priority Debtor in Possession and Exit Credit and Guaranty Agreement (Tronox Inc)
Organizational Documents; Incumbency. Administrative Agent shall have received (i) copies of each Organizational Document for each Credit Party, certified as of a recent date prior to the Closing Restatement Effective Date by the appropriate governmental official or, as applicable, by an officer of such Credit Party; (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 each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, certified as of the Closing Restatement Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Restatement Effective Date; and (v) such other documents as Administrative Agent may reasonably request.
Appears in 4 contracts
Samples: Credit and Guaranty Agreement (Douglas Dynamics, Inc), Amendment and Restatement Agreement (Douglas Dynamics, Inc), Credit and Guaranty Agreement (Douglas Dynamics, Inc)
Organizational Documents; Incumbency. Administrative The Agent shall have received (i) copies a copy of each Organizational Document for of each Credit Loan Party, as applicable, and, to the extent applicable, certified as of a recent date prior to the Closing Date by the appropriate governmental official orofficial, as applicable, by an officer of such Credit Partyeach dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of each Credit Loan Party executing the Credit Loan Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Loan Documents to which it is a partyparty 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; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Loan Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do businessformation, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative the Agent or the Lenders may reasonably request.
Appears in 4 contracts
Samples: Credit Agreement (Cadiz Inc), Credit Agreement (Cadiz Inc), Credit Agreement (Cadiz Inc)