Proof of Corporate Authority. Agent shall have received from Borrower copies, certified by a duly authorized officer to be true and complete on and as of the First Amendment Closing Date, of records of all action taken by Borrower to authorize (i) the execution and delivery of this First Amendment and all other certificates, documents and instruments to which it is or is to become a party as contemplated or required by this First Amendment, and (ii) its performance of all of its obligations under each of such documents.
Proof of Corporate Authority. Agent shall have received from Borrower copies, certified by a duly authorized officer to be true and complete on and as of the Seventh Amendment Closing Date, of records of all action taken by Borrower to authorize (i) the execution and delivery of this Seventh Amendment and all other certificates, documents and instruments to which it is or is to become a party as contemplated or required by this Seventh Amendment, and (ii) its performance of all of its obligations under each of such documents.
Proof of Corporate Authority. Agent shall have received copies, certified by the Secretary or an Assistant Secretary of each Borrower and each Guarantor to be true and complete on and as of the Closing Date, of records of all action taken by each Borrower and each Guarantor to authorize: (i) the execution and delivery of this Agreement and the other Loan Documents to which it is or is to become a party as contemplated or required by this Agreement: (ii) each Borrower’s and each Guarantor’s performance of all of its obligations under the Loan Documents; and (iii) the making by each Borrower of the borrowings contemplated hereby. Provided that such a document or its equivalent is available in the applicable jurisdiction of organization, Agent shall have received from the applicable Secretary of State a certificate of good standing/existence/full force and effect of recent date certifying the existence and good standing of each Borrower under the laws of the applicable state of incorporation and its good standing/existence/full force in each state where a Borrower is required to qualify to conduct business;
Proof of Corporate Authority. (1) Agent and each Lender shall have received from each Borrower that is a partnership copies, certified by a Responsible Officer of such Person to be true and complete on and as of the Closing Date, of records of all action taken by such Person, including without limitation, all consents required by any limited partner, to authorize (i) the execution and delivery of this Agreement and the other Loan Documents to which it is or is to become a party as contemplated or required by this Agreement; (ii) its performance of all of its obligations under each of such documents; and (iii) the making by such Borrower of the borrowings contemplated hereby. Agent shall have received from the applicable Secretary of State a Certificate of Good Standing of recent date certifying the existence and good standing of each Borrower under the laws of the state of such Borrower and certificates evidencing such Borrower's good standing in each state where such Borrower is required to qualify to conduct business.
Proof of Corporate Authority. Lender shall have received from Borrowers copies, certified by a duly authorized officer to be true and complete on and as of the Third Amendement Closing Date, of records of all action taken by each Borrower to authorize (i) the execution and delivery of this Third Amendment and all other certificates, documents and instruments to which it is or is to become a party as contemplated or required by this Third Amendment, and (ii) its performance of all its obligations under each of such documents.
Proof of Corporate Authority. Agent and each Lender shall have received from each Borrower copies, certified by the Secretary or an Assistant Secretary of such Borrower to be true and complete on and as of the Closing Date, of records of all action taken by such Borrower to authorize the execution and delivery of this Agreement and the other Loan Documents and to which it is or is to become a party as contemplated or required by this Agreement; its performance of all of its obligations under each of such documents; and the making by such Borrower of the borrowings contemplated hereby. Agent shall have received from the Delaware Secretary of State a Certificate of Good Standing of recent date certifying the existence and good standing of each Borrower under the laws of the State of Delaware and its good standing in each state where each Borrower is required to qualify to conduct business.
Proof of Corporate Authority. The Agent shall have received from Borrower copies, certified by a duly authorized officer of Borrower to be true and complete on and as of the Effective Date, of records of all corporate action taken by Borrower to authorize (i) the execution and delivery of this Amendment, the Competitive Bid Notes and the Substitute Notes (as such terms are hereinafter defined); (ii) the making by Borrower of the borrowings contemplated by the Amended Credit Agreement, as amended hereby; and (iii) the performance of its other obligations and agreements hereunder, under the Amended Credit Agreement and under the Substitute Notes and the Competitive Bid Note;
Proof of Corporate Authority. Lenders shall have received from Acquisition copies, certified by the Secretary or an Assistant Secretary of Acquisition to be true and complete on and as of the Closing Date, of records of all action taken by Acquisition to authorize (i) the execution and delivery of this Agreement and the other Loan Documents and to which it is or is to become a party as contemplated or required by this Agreement; (ii) its performance of all of its obligations under each of such documents; and (iii) the making by Acquisition of the borrowings contemplated hereby. Lenders shall have received from the Delaware Secretary of State a Certificate of Good Standing of recent date certifying the existence and good standing of Acquisition under the laws of the State of Delaware and its good standing in each state where Acquisition is required to qualify to conduct business.
Proof of Corporate Authority. Lenders shall have received from New OMC copies, certified by the Secretary or an Assistant Secretary of New OMC to be true and complete on and as of the Closing Date, of records of all action taken by New OMC to authorize (i) the execution and delivery of this Agreement and the other Loan Documents to which it is or is to become a party as contemplated or required by this Agreement; (ii) its performance of all of its obligations under each of such documents; and (iii) the making by New OMC of the borrowings contemplated hereby. Lenders shall have received from the Delaware Secretary of State a Certificate of Good Standing of recent date certifying the existence and good standing of OMC under the laws of the State of Delaware and its good standing in each state where OMC is required to qualify to conduct business.
Proof of Corporate Authority. The Managing Agent shall have received from Borrower copies, certified by a duly authorized officer of Borrower to be true and complete on and as of the Effective Date, of records of all corporate action taken by Borrower to authorize (i) the execution and delivery of this Amendment; (ii) the making by Borrower of the borrowings contemplated by the Amended Credit Agreement, as amended hereby; and (iii) the performance of its other obligations and agreements hereunder and under the Amended Credit Agreement;
