Proceedings and Incumbency. A certificate in form and substance satisfactory to the Agent, dated the Closing Date and signed on behalf of each Loan Party by the Secretary of such Loan Party, certifying as to (i) true copies of the certificate or articles of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of organization, operating agreement and any other organizational document, as the case may be, of such Loan Party, (ii) the resolutions of the Board of Directors, partners or members of such Loan Party authorizing the execution and delivery of this Agreement and the other Loan Documents to which such Loan Party is a party and any other corporate, partnership or limited liability company action taken by such Loan Party relative to this Agreement, (iii) the names, true signatures and incumbency of the officers, partners or members of such Loan Party authorized to execute and deliver the Loan Documents, and (iv) all fictitious and trade names of such Loan Party. The Agent and the Banks may conclusively rely on such certification unless and until a later certificate revising the prior certificate has been furnished to the Agent.
Proceedings and Incumbency. Certificates in form and substance satisfactory to the Bank, dated the Closing Date and signed by the Secretary of each Borrower, certifying as to (i) true copies of the Organizational Documents of such Borrower and no amendments thereto, (ii) the resolutions of the board of directors of such Borrower authorizing the execution and delivery of this Agreement and the other Loan Documents, (iii) the names, true signatures and incumbency of the officers of such Borrower authorized to execute and deliver the Loan Documents, (iv) the exact legal name of such Borrower, (v) a list of all fictitious or trade names of such Borrower, (vi) the tax identification number of such Borrower, and (vii) the organizational identification number of such Borrower. The Bank may conclusively rely on such certification unless and until a later certificate revising the prior certificate has been furnished to the Bank.
Proceedings and Incumbency. There shall have been delivered to the Agent with sufficient copies for each Bank a certificate with respect to each Credit Party in form and substance satisfactory to the Agent dated the Closing Date and signed on behalf of each Credit Party by the Secretary or an Assistant Secretary of such Credit Party certifying as to: (a) true copies of all corporate action taken by such Credit Party relative to this Agreement and the other Transaction Documents applicable to it including but not limited to that described in Section 3.02 hereof and (b) the names, true signatures and incumbency of the officer or officers of such Credit Party authorized to execute and deliver this Agreement and the other Transaction Documents applicable to it. Each Bank may conclusively rely on such certificates unless and until a later certificate revising the prior certificate has been furnished to such Bank.
Proceedings and Incumbency. On the Effective Date, there shall have been delivered to the Agent with an original counterpart for each Lender a certificate, dated the Effective Date and signed on behalf of the Borrower by the Secretary or an Assistant Secretary of the Borrower, certifying as to (i) true copies of the articles of incorporation and bylaws of the Borrower as in effect on such date (or a certificate of the Secretary or Assistant Secretary of the Borrower to the effect that there have been no changes in such articles of incorporation or bylaws from the forms thereof previously delivered to the Agent and the Lenders or, if there have been any such changes, attaching copies thereof), (ii) true copies of all corporate action taken by the Borrower relative to this Amendment and (iii) the names, true signatures and incumbency of the officer or officers of the Borrower authorized to execute and deliver this Amendment and the other documents and instrument to be executed and delivered under the Credit Agreement, as amended hereby. The Agent shall be entitled to conclusively rely on such certificate unless and until a later certificate revising the prior certificate has been furnished to the Agent.
Proceedings and Incumbency. As of the Closing Date, each Borrower shall have delivered to the Agent a certificate, in form and substance satisfactory to the Agent, dated as of the Closing Date and signed on behalf of such Borrower by the Secretary of such Borrower certifying as to (a) true copies of the articles of incorporation or certificate of incorporation, as the case may be, and bylaws of such Borrower as in effect on such date, (b) true copies of all corporate action taken by such Borrower relative to this Agreement, the Notes and the other Loan Documents including, but not limited to, that described in Section 3.03 of this Agreement, and (c) the names, true signatures and incumbency of the officers of such Borrower authorized to execute and deliver this Agreement, the Notes and the other Loan Documents. The Agent and the Banks may conclusively rely on each such certificate unless and until a later certificate revising the prior certificate has been furnished to the Agent.
Proceedings and Incumbency. On the Closing Date, each Borrower shall have delivered to Bank a certificate, in form and substance satisfactory to Bank, dated the Closing Date and signed on behalf of such Borrower by the Secretary of such Borrower, certifying as to (a) true copies of the articles of incorporation and bylaws of such Borrower and any shareholders agreement concerning such Borrower, all as in effect on such date, (b) true copies of all corporate action taken by such Borrower relative to this Agreement, the Notes and the other Loan Documents including, but not limited to, that described in Section 3.03 of this Agreement, (c) the names, true signatures and incumbency of the officers of such Borrower authorized to execute and deliver this Agreement, the Notes and the other Loan Documents, and (d) a list of all fictitious or trade names of such Borrower. Bank may conclusively rely on each such certificate unless and until a later certificate revising the prior certificate has been furnished to Bank.
Proceedings and Incumbency. On the Closing Date, there shall have been delivered to Lender, certificates of the Borrower Parties in form and substance reasonably satisfactory to Lender, dated the Closing Date and signed on behalf of the Borrower Parties by their respective Persons authorized to execute Loan Documents on their behalf certifying as to (a) true copies of the organizational documents of the Borrower Parties as in effect on such date, (b) true copies of all organizational actions taken by the Borrower Parties relative to the transactions contemplated by this Agreement, and (c) the names, true signatures and incumbency of all of the Persons authorized to execute and deliver the Loan Documents to which the Borrower Parties are a party. Lender may conclusively rely on such certificate.
Proceedings and Incumbency. On the Closing Date, there shall have been delivered to Bank, a certificate in form and substance reasonably satisfactory to Bank, dated the Closing Date and signed on behalf of Borrower and Tenant, by their respective general partners, certifying as to (a) true copies of the limited partnership of Borrower and Tenant as in effect on such date, (b) true copies of all limited partnership actions taken by Borrower and Tenant relative to the transactions contemplated by this Agreement, and (c) the names, true signatures and incumbency of all of the managers and officers of Borrower’s General Partner and tenant’s General Partner authorized to execute and deliver the Loan Documents to which Borrower and Tenant is a party, Bank may conclusively rely on such certificate.
Proceedings and Incumbency. There shall have been delivered to the Agent with sufficient copies for each Bank a certificate with respect to each Borrower and EXEL Acquisition in form and substance satisfactory to the Agent dated the Closing Date and signed on behalf of each Borrower or EXEL Acquisition, as the case may be, by the Secretary or an Assistant Secretary of such Borrower or EXEL Acquisition, as the case may be, certifying as to: (a) true copies of all corporate action taken by such Borrower or EXEL Acquisition, as the case may be, relative to this Agreement, and the other Loan Documents applicable to it, including but not limited to that described in Section 3.02 hereof and (b) the names, true signatures and incumbency of the officer or officers of such Borrower or EXEL Acquisition, as the case may be, authorized to execute and deliver this Agreement and the other Loan Documents applicable to it. Each Bank may conclusively rely on such certificates unless and until a later certificate revising the prior certificate has been furnished to such Bank.
Proceedings and Incumbency. There shall have been delivered to each Bank a certificate in form and substance satisfactory to each Bank dated the Closing Date and signed on behalf of the Borrower by the Secretary or an Assistant Secretary of the Borrower, certifying as to (a) true copies of all corporate action taken by the Borrower relative to this Agreement and the Notes, including but not limited to that described in Section 3.02 hereof and (b) the names, true signatures and incumbency of the officer or officers of the Borrower authorized to execute and deliver this Agreement and the Notes. Each Bank may conclusively rely on such certificates unless and until a later certificate revising the prior certificates have been furnished to the Banks.
