Common use of Resolutions and Incumbency Certificates Clause in Contracts

Resolutions and Incumbency Certificates. (1) certified copies of the resolutions of the Board of Directors of the Company dated as of the Closing Date and approving, as appropriate, the Loans, the Notes, this Agreement and the other Financing Documents, and all other documents, if any, to which the Company is a party and evidencing corporate authorization with respect to such documents; (2) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date and certifying (A) the name, title and true signature of each officer of such Person authorized to execute the Notes, this Agreement, Applications and the other Financing Documents to which it is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 5.10, Borrowing Requests, and Borrowing Base Reports, and (C) that attached thereto is a true and complete copy of the articles of incorporation and the bylaws of the Company, each as amended to date, and a recent good standing certificate from the Comptroller of Public Accounts for the State of Texas and a recent certificate of existence from the Texas Secretary of State; (3) certified copies of the resolutions of the Board of Directors of each Subsidiary executing a Subsidiary Guaranty dated as of the Closing Date and approving the Financing Documents to which such Subsidiary is a party, and all other documents, if any, to which such Subsidiary is a party and evidencing corporate authorization with respect to such documents; and (4) a certificate of the Secretary or an Assistant Secretary of each Subsidiary executing a Subsidiary Guaranty dated as of the Closing Date and certifying (A) the name, title and true signature of each officer of such Subsidiary authorized to execute the Financing Documents to which such Subsidiary is a party, and (B) that attached thereto is a true and complete copy of the articles of incorporation and the bylaws of such Subsidiary, each as amended to date, and a recent good standing certificate from the Comptroller of Public Accounts for the State of Texas and a recent certificate of existence from the Texas Secretary of State.

Resolutions and Incumbency Certificates. (1) certified copies of the resolutions of the Board of Directors of the Company dated as of the Closing Date and approving, as appropriate, the Loans, the Notes, this Agreement and the other Financing Documents, and all other documents, if any, to which the Company is a party and evidencing corporate authorization with respect to such documents; (2) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date and certifying (A) the name, title and true signature of each officer of such Person authorized to execute the Notes, this Agreement, Applications and the other Financing Documents to which it is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 5.10, Borrowing Requests, and Borrowing Base Reports, and (C) that attached thereto is a true and complete copy of the articles of incorporation and the bylaws of the Company, each as amended to date, and a recent good standing certificate from the Comptroller of Public Accounts for the State of Texas and a recent certificate of existence from the Texas Secretary of State; (3) certified copies of the resolutions of the Board of Directors of each Subsidiary executing a Subsidiary Guaranty dated as of the Closing Date and approving the Financing Documents to which such Subsidiary is a party, and all other documents, if any, to which such Subsidiary is a party and evidencing corporate authorization with respect to such documents; and (4) a certificate of the Secretary or an Assistant Secretary of each Subsidiary executing a Subsidiary Guaranty other than EMD - Foreign Sales Corporation dated as of the Closing Date and certifying (A) the name, title and true signature of each officer of such Subsidiary authorized to execute the Financing Documents to which such Subsidiary is a party, and (B) that attached thereto is a true and complete copy of the articles of incorporation and the bylaws of such Subsidiary, each as amended to date, and a recent good standing certificate from the Comptroller of Public Accounts for the State of Texas and a recent certificate of existence from the Texas Secretary of State.

Resolutions and Incumbency Certificates. (1i) certified copies of the resolutions of the Board Boards of Directors of the Company dated Company, Holdco, and any of the Company's Subsidiaries that are parties to any Financing Document, dated, as to the Company, as of the Closing Date AFB Effective Date, and as to Holdco and the Company's Subsidiaries, as of the AFB Effective Date, and approving, as appropriate, the AFB Loans, the Notes, this the AFB Acquisition Credit Agreement and the other Financing Documents, and all other documents, if any, to which the Company Company, Holdco or such Subsidiary is a party and evidencing corporate authorization with respect to such documents; (2ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date AFB Effective Date, and certifying (A) the name, title and true signature of each officer of such Person authorized to execute the Notes, this the AFB Acquisition Credit Agreement, Applications and the other Financing Documents to which it is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this the AFB Acquisition Credit Agreement including, but not limited to, certifications required pursuant to Section 5.105.02, the Borrowing Requests, and Borrowing Base Reports, Request and (C) that attached thereto is a true and complete copy of the articles of incorporation and the bylaws of the Company, each as amended to date, and a recent good standing certificate from the Comptroller of Public Accounts for the State of Texas and a recent certificate of existence from the Texas Secretary of State; (3) certified copies of the resolutions of the Board of Directors of each Subsidiary executing a Subsidiary Guaranty dated as of the Closing Date and approving the Financing Documents to which such Subsidiary is a party, and all other documents, if any, to which such Subsidiary is a party and evidencing corporate authorization with respect to such documentscertificate; and (4iii) a certificate of the Secretary or an Assistant Secretary of Holdco and of each Subsidiary executing that is a Subsidiary Guaranty party to any Financing Document, in each case, dated as of the Closing AFB Effective Date and certifying (Ax) the name, title and true signature of each officer of Holdco or such Subsidiary Subsidiary, as the case may be, authorized to execute the each such Financing Documents Document to which such Subsidiary it is a party, and (By) that attached thereto is a true and complete copy of the articles of incorporation and the bylaws of Holdco or such Subsidiary, each as the case may be, as amended to date, and a recent good standing certificate from for Holdco or such Subsidiary, as the Comptroller of Public Accounts for the State of Texas and a recent certificate of existence from the Texas Secretary of Statecase may be.

Resolutions and Incumbency Certificates. (1i) certified copies of the resolutions of the Board Boards of Directors of the Company dated Company, Holdco, and any of the Company's Subsidiaries that are parties to any Financing Document, dated, as to the Company, as of the Closing Date Date, and as to Holdco and the Company's Subsidiaries, as of the Effective Date, and approving, as appropriate, the Loans, the Notes, this Agreement and the other Financing Documents, and all other documents, if any, to which the Company Company, Holdco or such Subsidiary is a party and evidencing corporate authorization with respect to such documents; (2ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date and certifying (A) the name, title and true signature of each officer of such Person authorized to execute the Notes, this Agreement, Applications and the other Financing Documents to which it is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 5.105.02, the Borrowing Requests, and Borrowing Base Reports, Request and (C) that attached thereto is a true and complete copy of the articles of incorporation and the bylaws of the Company, each as amended to date, and a recent good standing certificate from the Comptroller of Public Accounts for the State of Texas and a recent certificate of existence from the Texas Secretary of State; (3) certified copies of the resolutions of the Board of Directors of each Subsidiary executing a Subsidiary Guaranty dated as of the Closing Date and approving the Financing Documents to which such Subsidiary is a party, and all other documents, if any, to which such Subsidiary is a party and evidencing corporate authorization with respect to such documentscertificate; and (4iii) a certificate of the Secretary or an Assistant Secretary of Holdco and of each Subsidiary executing that is a Subsidiary Guaranty party to any Financing Document, in each case, dated as of the Closing Effective Date and certifying (Ax) the name, title and true signature of each officer of Holdco or such Subsidiary Subsidiary, as the case may be, authorized to execute the each such Financing Documents Document to which such Subsidiary it is a party, and (By) that attached thereto is a true and complete copy of the articles of incorporation and the bylaws of Holdco or such Subsidiary, each as the case may be, as amended to date, and a recent good standing certificate from for Holdco or such Subsidiary, as the Comptroller of Public Accounts for the State of Texas and a recent certificate of existence from the Texas Secretary of Statecase may be.