Resolutions and Incumbency Certificate, etc Sample Clauses

Resolutions and Incumbency Certificate, etc. OF LESSEE AND GUARANTOR.
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Resolutions and Incumbency Certificate, etc. The Lessee shall have delivered to the Lessor Parties (i) a certificate of its Secretary or an Assistant Secretary attaching and certifying as to (A) the resolutions of its Board of Directors duly authorizing the execution, delivery and performance by it of the Operative Documents to which it is a party, (B) its certificate of incorporation and by-laws, and (C) the incumbency and signature of persons authorized to execute and deliver on its behalf the Operative Documents to which it is a party; and (ii) a certificate of good standing with respect to it issued by the Secretary of State of the state of its incorporation and for the jurisdiction in which the Property is located, no earlier than fifteen (15) days prior to the Documentation Date.
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Resolutions and Incumbency Certificate, etc. OF GUARANTOR. The Guarantor shall have delivered to the Lessor (i) a certificate of its Secretary or an Assistant Secretary attaching and certifying as to (A) the resolutions of its Board of Directors duly authorizing the execution, delivery and performance by it of each Operative Document to which it is or will be a party, (B) its certificate of incorporation and by-laws, and (C) the incumbency and signature of persons authorized to execute and deliver on its behalf the Operative Documents to which it is a party and (ii) a certificate of good standing with respect to it issued by the Secretary of State of the State of its incorporation.
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Resolutions and Incumbency Certificate, etc of Lessee. Lessee shall have delivered to Agent Lessor (i) good standing certificates with respect to Lessee from the Secretary of State of the State of its incorporation or formation issued by such office no earlier than thirty-five (35) days prior to the initial Advance Date and (ii) an Officer's Certificate of Lessee substantially in the form of Exhibit C.
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Resolutions and Incumbency Certificate, etc. The Lessee shall have delivered to the Certificate Trustee, the Certificate Purchaser and the Construction Lender (i) a certificate of its Secretary or an Assistant Secretary attaching and certifying as to (A) the resolutions of the Board of Directors duly authorizing the execution, delivery and performance by it of each Operative Document to which it is or will be a party, (B) its -13- Participation Agreement 18 certificate of incorporation and by-laws, and (C) the incumbency and signature of persons authorized to execute and deliver on its behalf the Operative Documents to which it is a party and (ii) a certificate of good standing with respect to it issued by the Secretary of State of its State of incorporation.
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Resolutions and Incumbency Certificate, etc. On the --------------------------------------------------------- Closing Date, the Lessor, each Participant and the Agent shall each have received (i) a certificate of the Secretary or an Assistant Secretary of the Lessee attaching and certifying as to (A) the resolutions of the Board of Directors of the Lessee, duly authorizing the execution, delivery and performance by the Lessee of documents and agreements of the type represented by each Operative Document to which it is or will be a party, (B) its articles of incorporation and bylaws, and (C) the incumbency and signature of persons authorized to execute and deliver on its behalf the Operative Documents to which it is a party, and (ii) a good standing certificate from the appropriate officer of the state in which the Property is located.
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Resolutions and Incumbency Certificate, etc. The Participants and the Indenture Trustee shall have received (x) a certificate of the Secretary or an Assistant Secretary of each of the Lessee, the Lessor, the Owner Participant, the Recourse Guarantor, the Indenture Trustee and the Pass Through Trustee attaching copies and certifying as to (i) the Board of Directors resolution or (A) in the case of Owner Participant, the resolution of the Board of Directions of the Managing Member or (B) in the case of Recourse Guarantor, the resolution of the Board of Directors of Recourse Guarantor's General Partner, duly authorizing the execution, delivery and performance by it of each Operative Document to which it is or will be a party, (ii) its certificate of incorporation, certified as of a recent date by the Secretary of State in the jurisdiction of its incorporation or, in the case of the Owner Trustee, Indenture Trustee and the Pass Through Trustee, a certificate of good standing from the Office of the Comptroller of the Currency, or, in the case of Owner Participant, its certificate of formation or, in the case of Recourse Guarantor, its limited partnership certificate, (iii) its by-laws, except in the case of (A) Owner Participant, in which case, its operating agreement or (B) Recourse Guarantor, in which case, its limited partnership agreement, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on its behalf and (y) good standing certificates with respect to each of the Lessee, Lessor and the Recourse Guarantor from the appropriate officer of its state of organization as to its good standing in such state.
Sample 1
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Related to Resolutions and Incumbency Certificate, etc

  • Incumbency Certificates For each Credit Party, signature and incumbency certificates of the officers of each such Person executing any of the Loan Documents, certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being true, accurate, correct and complete.

  • Incumbency Certificate An incumbency certificate of the corporate secretary of each of Seller, certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the Program Agreements.

  • Solvency Certificates Agent and Initial Lenders shall have received certificates satisfactory to them from one or more knowledgeable Senior Officers of Borrower that, after giving effect to the financing under this Agreement and the issuance of the Letters of Credit, Borrower is Solvent.

  • Borrower Incumbency Certificate The Administrative Agent shall have received, with a counterpart for each Lender, a Certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing any Credit Document reasonably satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

  • Solvency Certificate The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Borrower.

  • Incumbency Certificate; Authorized Signers The Agent shall have received from the Borrower and each Guarantor an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of such Person and giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name and on behalf of such Person, each of the Loan Documents to which such Person is or is to become a party. The Agent shall have also received from the Borrower a certificate, dated as of the Closing Date, signed by a duly authorized representative of the Borrower and giving the name and specimen signature of each Authorized Officer who shall be authorized to make Loan Requests, Letter of Credit Requests and Conversion/Continuation Requests and to give notices and to take other action on behalf of the Borrower under the Loan Documents.

  • Resolutions; Incumbency (i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and

  • Secretary’s Certificate, Etc The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member, general partner or equivalent, as to:

  • Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

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