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 Eighth Amendment Closing Date, of records of all action taken by Borrower to authorize (i) the execution and delivery of this Eighth Amendment and all other certificates, documents and instruments to which it is or is to become a party as contemplated or required by this Eighth 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. Lender shall have received from each Borrower copies, certified by a duly authorized officer to be true and complete on and as of the Third Amendment Closing Date, of records of all action taken by Borrowers 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) their 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 Borrower to be true and complete on and as of the Closing Date, of records of all action taken by Borrower 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) Borrower’s performance of all of its obligations under the Loan Documents; and (iii) the making by 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 (or, as applicable, full force and effect) of Borrower under the laws of the State of Delaware and its good standing in each state where Borrower is required to qualify to conduct business.
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 Third Amendment Closing Date, of records of all action taken by 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 of its obligations under each of such documents. THIRD AMENDMENT TO CREDIT AGREEMENT - Baldxxx Xxxno & Organ Company
Proof of Corporate Authority. Agent and each Lender shall have received from Borrower and each Subsidiary copies, certified by the Secretary or an Assistant Secretary of Borrower to be true and complete on and as of the Closing Date, of records of all action taken by Borrower and each Subsidiary to authorize (i) the execution and delivery of this Agreement and the other Loan Documents to which such Person is or is to become a party as contemplated or required by this Agreement; (ii) such Person's performance of all of its obligations under each of such documents; and (iii) the making by 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 Borrower and each Subsidiary under the laws of the state where such Person is incorporated and certificates evidencing such Person's good standing in each state where such Person is required to qualify to conduct business.
Proof of Corporate Authority. Agent shall have received from each Borrower (i) copies, certified by a duly authorized officer to be true and complete on and as of the Second Amendment Closing Date, of records of all action taken by such SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CLEARVIEW CINEMA GROUP, INC. Borrower to authorize the execution and delivery of this Agreement and all other certificates, documents and instruments to which it is or is to become a party as contemplated or required by this Second Amendment, and its performance of all of its obligations under each of such documents; (ii) certificates of good standing under the laws of the state of such Borrower's incorporation and its good standing in each state where such Borrower is required to qualify to conduct business; and (iii) such other certificates as Agent in its sole discretion shall require.
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. The Agent shall have received from Borrower copies, certified by a duly authorized officer of Borrower to be true and complete on and as such date, of records of all corporate action taken by Borrower to authorize
(i) Borrower's execution and delivery of this Amendment and the Substitute Note (hereafter defined); and (ii) the performance by Borrower of its other obligations and agreements hereunder, under the Amended Credit Agreement and under the Substitute Note;
