Proof of Authorizing Action Sample Clauses

Proof of Authorizing Action. Agent shall have received, in form and substance satisfactory to Agent, each Co-Agent and Institutional Agent: (i) certified copies of the (A) certificate of incorporation, certificate of limited partnership, by-laws, partnership agreement or other equivalent organizational documents of each Obligor, as requested by Agent, and (B) resolutions of the Management Committee of Borrower and board of directors (or other equivalent body) of each Obligor authorizing the execution, delivery and performance of each Loan Instrument and each Project Document to which such Person is or is intended to be a party and of all documents evidencing other necessary action with respect thereto; 72 (ii) certificates signed by an Authorized Officer of each such Person certifying the name, incumbency and signature of each individual authorized to sign the Loan Instruments and the Project Documents to which such Person is a party and the other documents or certificates to be delivered pursuant hereto or thereto, which may be conclusively relied upon until a revised certificate is similarly so delivered; and (iii) good standing certificates, certificates of authority to transact business as a foreign corporation and franchise tax certificates with respect to each such Person.
Sample 1
AutoNDA by SimpleDocs
Proof of Authorizing Action. (i) Certified copies of the resolutions of the Board of Directors of each Loan Party establishing the authority of such Loan Party to execute, deliver and perform each Financing Document, and all other documents evidencing other necessary action with respect thereto, to which such Loan Party is a party; (ii) A certificate by an Authorized Officer of each Loan Party certifying the name, incumbency and signature of each individual authorized to sign, on behalf of such Loan Party, each Financing Document to which such Loan Party is a party and the other documents or certificates to be delivered pursuant hereto or thereto, on which the Agent may conclusively rely until a revised certificate is similarly so delivered; (iii) Certified copies of the Articles of Incorporation and By-Laws of each Loan Party, together with all amendments thereto; and (iv) Good standing certificates with respect to each Loan Party issued no earlier than ten (10) days prior to the Closing Date.
Sample 1
Proof of Authorizing Action. Agent shall have received, in form and substance satisfactory to Agent: (i) certified copies of the (A) certificate of incorporation, certificate of limited partnership, by-laws, partnership agreement or other equivalent organizational documents of Borrower and each Partner, and (B) resolutions of the management committee of Borrower and board of directors (or other equivalent body) of each Partner authorizing the execution, delivery and performance of each Loan Instrument executed on the date hereof to which Borrower or such Partner, as applicable, is a party and of all documents evidencing other necessary action with respect thereto; (ii) certificates signed by an Authorized Officer of Borrower and each Partner certifying the name, incumbency and signature of each individual authorized to sign the Loan Instruments to which Borrower or such Partner, as applicable, is a party and the other documents or certificates to be delivered pursuant hereto or thereto, which may be conclusively relied upon until a revised certificate is similarly so delivered; and (iii) good standing certificates and certificates of authority to transact business as a foreign organization with respect to each such Person.
Sample 1

Related to Proof of Authorizing Action

  • Proof of Authority Buyer shall provide such proof of authority and authorization to enter into this Agreement and the transactions contemplated hereby, and such proof of the power and authority of the individual(s) executing or delivering any documents or certificates on behalf of Buyer as may be reasonably required by Title Company.

  • Proof of Authorization 5.3.1 Each Party shall be responsible for obtaining and maintaining Proof of Authorization (POA) as required by applicable federal and state law, as amended from time to time. 5.3.2 The Parties shall make POAs available to each other upon request in the event of an allegation of an unauthorized change in accordance with all Applicable Laws and rules and shall be subject to any penalties contained therein.

  • Modification or Revocation of Authority of Advisor The Board may, at any time upon the giving of notice to the Advisor, modify or revoke the authority or approvals set forth in Article 3 and this Article 4 hereof; provided, however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Company prior to the date of receipt by the Advisor of such notification.

  • Termination of Authority Immediately upon the Executive terminating or being terminated from his employment with the Company for any reason, notwithstanding anything else appearing in this Agreement or otherwise, the Executive will stop serving the functions of his terminated or expired position(s) and shall be without any of the authority or responsibility for such position(s).

  • Reservation of Authority Nothing in this subpart shall limit the authority of the Secretary to take action to enforce conditions or violations of law, including actions necessary to prevent evasions of this subpart.

  • Grant of Authority As of the Effective Date, GlobalSign hereby grants to Subscriber the authority for the term set forth in Section 7 to use the enclosed Digital Certificate to create Digital Signatures or to use the Digital Certificate in conjunction with Private Key or Public Key operations.

  • EXTENT OF AUTHORITY exercise a degree of autonomy; • control projects and/or programmes; • set outcomes for subordinates; • establish priorities and monitor workflow in areas of responsibility; • solutions to problems can generally be found in documented techniques, precedents and guidelines or instructions. Assistance is available when required.

  • Warranty of Authority Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party.

  • Security Interest/Waiver of Automatic Stay This Note is secured by a security interest granted to the Collateral Agent for the benefit of the Holder pursuant to a Security Agreement, as delivered by Borrower to Holder. The Borrower acknowledges and agrees that should a proceeding under any bankruptcy or insolvency law be commenced by or against the Borrower, or if any of the Collateral (as defined in the Security Agreement) should become the subject of any bankruptcy or insolvency proceeding, then the Holder should be entitled to, among other relief to which the Holder may be entitled under the Transaction Documents and any other agreement to which the Borrower and Holder are parties (collectively, "Loan Documents") and/or applicable law, an order from the court granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to exercise all of its rights and remedies pursuant to the Loan Documents and/or applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, THE BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. The Borrower hereby consents to any motion for relief from stay that may be filed by the Holder in any bankruptcy or insolvency proceeding initiated by or against the Borrower and, further, agrees not to file any opposition to any motion for relief from stay filed by the Holder. The Borrower represents, acknowledges and agrees that this provision is a specific and material aspect of the Loan Documents, and that the Holder would not agree to the terms of the Loan Documents if this waiver were not a part of this Note. The Borrower further represents, acknowledges and agrees that this waiver is knowingly, intelligently and voluntarily made, that neither the Holder nor any person acting on behalf of the Holder has made any representations to induce this waiver, that the Borrower has been represented (or has had the opportunity to he represented) in the signing of this Note and the Loan Documents and in the making of this waiver by independent legal counsel selected by the Borrower and that the Borrower has discussed this waiver with counsel.

  • Delegation of Authority The General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!