Other Certifications. The Administrative Agent shall have received the following:
(i) a copy of the charter of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized;
(ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter of such Loan Party and each amendment thereto on file in such office and, if available, certifying that (A) such amendments are the only amendments to such Person’s charter on file in such office, (B) such Person has paid all franchise taxes to the date of such certificate and (C) such Person is duly organized and in good standing under the laws of such jurisdiction;
(iii) an electronic or facsimile written confirmation, prepared by, or on behalf of, a filing service acceptable to the Administrative Agent, stating that each Secretary of State or other applicable Governmental Authority of each jurisdiction in which a Loan Party is organized has certified that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; and
(iv) a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state where any Loan Party is required to be qualified as a foreign corporation or entity, other than any state where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, dated reasonably near the date of the initial extension of credit, stating that such Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic or facsimile written confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or a...
Other Certifications. The Administrative Agent shall have received the following:
(i) a copy of the charter or other similar Organizational Document of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized or incorporated;
(ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the Closing Date, certifying that such Person is in good standing under the laws of such jurisdiction; and
(iii) a certificate of the Secretary, Assistant Secretary or other appropriate Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, or operating, management or partnership agreement of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or other applicable body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation, partnership agreement or other constitutive document of such Loan Party have not been amended since the date the documents furnished pursuant to clause (i) above were certified, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party.
Other Certifications. Consultant certifies by acceptance of this agreement that Consultant:
Other Certifications. The Administrative Agent shall have received the following:
(i) a copy of the charter of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized;
(ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan Party’s charter on file in such office, (B) such Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is duly organized and in good standing under the laws of such jurisdiction; and
(iii) an electronic confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each such Loan Party is organized certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; prepared by, or on behalf of, a filing service acceptable to the Administrative Agent.
Other Certifications. The undersigned understands that it may be a violation of state and federal law for the undersigned to provide this certification if it knows that it is not true. The undersigned has read the Fund s most recently updated prospectus, statement of additional information and any appendices thereto, including the investor qualification and investor suitability provisions, as contained therein. The undersigned understands that an investment in the Fund involves a considerable amount of risk and that some or all of the investment may be lost. The undersigned understands that an investment in the Fund is suitable only for investors who can bear the risks associated with the limited liquidity of the investment and should be viewed as a long-term investment. The undersigned is aware of the Fund s limited provisions for transferability and withdrawal and has carefully read and understands the “Repurchases and Transfers of Shares” provision in the prospectus. If the undersigned is a fiduciary executing this application on behalf of an employee benefit plan subject to ERISA (a “Fiduciary”), the undersigned represents and warrants that the undersigned has considered the following with respect to the Benefit Plan s investment in the Fund and has determined that, in review of such considerations, the investment is consistent with the Fiduciary s responsibilities under ERISA: (i) the fiduciary investment standards under XXXXX in the context of the plan s particular circumstances; (ii) the permissibility of an investment in the Fund under the documents governing the plan and the Fiduciary; and (iii) the risks associated with an investment in the Fund and the fact that the plan may be unable to redeem the investment, although the Fund may repurchase the investment at certain times and under certain conditions set forth in the prospectus. The undersigned is not a retirement, pension or similar plan or trust (collectively, a “Pension Plan”) which is established by a state, or a municipality of such state, that prohibits the use of placement agents or finders in connection with investments by such state s or municipality s Pension Plans. If the undersigned is signing on behalf of an entity, the undersigned represents and warrants that the undersigned is duly authorized to execute this account application and to conduct transactions in this account on behalf of that entity. The undersigned is purchasing shares for its own account, and not with a view to the distribution, assign...
Other Certifications. Other certifications may be required for certain disciplines as a condition of employment. In such cases, the certification will be specified in the position announcement and job description at the time of hire, or, in cases where the faculty and administration agree to a workload change requiring a specific certification, be specified in writing, acknowledged by both parties, and placed in the faculty member’s personnel file. Academic employees holding positions requiring additional certification are required to maintain the certification as a condition of employment.
Other Certifications. When professional certification of performance criteria of materials, systems or equipment is required by the Contract Documents, the Project Designer shall be entitled to rely upon the accuracy and completeness of such calculations and certifications.
Other Certifications. The Contractor certifies compliance with the provisions of Titles VI and VII of the 1964 Civil Rights Act and Xxxxxxx 000 xx xxx Xxxxxxxxxxxxxx Xxx 0000; the Age Discrimination Act of 1975; the Hatch Act; the Pro Children Act of 1994; Drug Free Workplace Act of 1988; the American with Disabilities Act of 1990; Title IX or the Education Amendments of 1972; 31 U.S.C. Section 1352, Public Law 105-78; Section 503 of Division F, Title V, of the FY12 Consolidated Appropriations Act; 41 U.S.C. 4712 and the National Defense Authorization Act (NDAA) for Fiscal year (FY) 2013; and, the Single Audit Act of 1984; as applicable
Other Certifications. The Administrative Agent shall have received the following:
(i) a copy of the Governing Documents of each Loan Party, certified (as of a date reasonably near the Closing Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized;
(ii) a copy of a good standing certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each Loan Party is organized, dated reasonably near the Closing Date, and
(iii) as requested by the Administrative Agent, a copy of a good standing certificate of the Secretary of State or other applicable Governmental Authority of any jurisdiction in which the Borrower or any of its Subsidiaries is qualified as a foreign corporation or entity, dated reasonably near the Closing Date.
Other Certifications. The Administrative Agent and its counsel shall have received, in respect of each Loan Party (i) true and complete copies of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrowers, the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (ii) incumbency and specimen signatures of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, in each case, certified as to authenticity by the Secretary or Assistant Secretary of such Loan Party.
