Resolutions, Certificates, etc Sample Clauses

Resolutions, Certificates, etc. Each of Agent, Loan ------------------------------- Participants, Owner Participant, Owner Trustee, Lessee, Guarantor, Seller and Xxxxxx Services shall have received the following, in each case in form and substance reasonably satisfactory to such Person: (i) a copy of resolutions of the respective Boards of Directors (or committees thereof having power with respect to the matters covered by such resolutions) of Lessee, Contractor, Seller, Guarantor, Owner Participant, Trust Company and Agent, each certified as of the Commencement Date by the Secretary or an Assistant Secretary thereof, duly authorizing the execution, delivery and performance by it of each Operative Document and Xxxxxx Agreement to which it is a party, in each case together with an incumbency certificate as to the officer or officers or other persons authorized to execute and deliver such documents on its behalf; (ii) a good standing certificate of recent date from the jurisdiction of incorporation of Lessee, Contractor, Seller, Guarantor, and, to the extent available, Owner Participant, Trust Company and Agent; (iii) a certificate of the Secretary or Assistant Secretary of Lessee, Contractor, Seller, Guarantor, and, to the extent available, Owner Participant, Trust Company and Agent, certifying as to such Person's charter and by-laws; and (iv) such other documents and evidence with respect to Lessee, Contractor, Seller, Guarantor, Owner Participant, Agent, Owner Trustee and Trust Company, as Lessee, Agent, Guarantor, Seller or Xxxxxx Services may reasonably request in order to consummate the transactions contemplated by the Operative Documents and the Xxxxxx Agreements, and to evidence the taking of all corporate proceedings in connection therewith and compliance with the conditions herein or therein set forth.
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Resolutions, Certificates, etc. Each party hereto shall have received, in form and substance reasonably satisfactory to it, (a) a copy of resolutions of the Board of Directors of each party (other than FDC and Bank One) to any of the agreements referred to in Section 5.5, certified as of the Closing Date by the Secretary or an Assistant Secretary thereof, duly authorizing the execution, delivery and performance by such party, respectively, of each such agreement to which it is a party, together with an incumbency certificate as to the person or persons authorized to execute and deliver such documents on its behalf; and (b) such other documents and evidence with respect to FDC or Bank One and each other party to any of the agreements referred to in Section 5.5 as FDC or Bank One or their respective counsel may reasonably request in order to consummate the transactions contemplated hereby, the taking of all corporate proceedings in connection therewith and compliance with the conditions herein.
Sample 1
Resolutions, Certificates, etc. The Owner Participant shall have ------------------------------ received: (i) copies of the certificate of incorporation and by-laws of the Lessee and of resolutions of the Board of Directors of the Lessee authorizing the transactions contemplated hereby and by the other Basic Agreements to which it is a party, in each case certified as of the Closing Date by the Secretary or an Assistant Secretary of the Lessee, together with a certificate as to incumbency and signatures of the officer or officers of the Lessee authorized to execute and deliver such documents on its behalf; and (ii) a copy of resolutions of the Board of Directors of the Owner Trustee, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Owner Trustee, authorizing the execution, delivery and performance by the Owner Trustee of each Basic Agreement to which it is a party, together with a certificate as to the incumbency and signature of the officer or officers of the Owner Trustee authorized to execute and deliver such documents on its behalf.
Sample 1
Resolutions, Certificates, etc. Owner Participant, Lessee, ------------------------------ Guarantor, Seller, Xxxxxx Services, Initial Note Purchaser, Indenture Trustee and Owner Trustee shall have received the following, in each case in form and substance reasonably satisfactory to Owner Participant, Lessee, Guarantor, Seller, Xxxxxx Services, Indenture Trustee, Initial Note Purchaser and Owner Trustee, respectively:
Sample 1
Resolutions, Certificates, etc. Such Participant and the Owner Trustee shall have received the following items, in each case in form and substance satisfactory to it: (i) a copy of resolutions of the respective Boards of Directors (or committees thereof having power with respect to the matters covered by such resolutions) of each Lessee Party, the Trust Company and the Owner Participant, certified as of the Delivery Date by the Secretary, an Assistant Secretary or an equivalent officer thereof, duly authorizing the Overall Transaction; (ii) a certified true and complete copy of each Lessee Party’s, the Trust Company’s, the Owner Participant’s, charter documents and by-laws and a certificate as to the incumbency and specimen signatures of the officers of such parties executing the Operative Agreements; (iii) such other documents and evidence with respect to each Lessee Party, the Owner Participant and the Trust Company, as such Participant may reasonably request in order to consummate the Overall Transaction, and to evidence the taking of all proceedings in connection therewith and compliance with the conditions herein or therein set forth; and (iv) a good standing certificate from the secretary of state (or comparable Governmental Authority) of the respective jurisdiction of organization of the Owner Participant and each of the Lessee Parties.
Sample 1

Related to Resolutions, Certificates, etc

  • 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.

  • Certificate Forms SECTION 2.1 Forms of Certificates Generally............................................................ 18 SECTION 2.2 Form of Agent's Certificate of Authentication.............................................. 19

  • Secretary’s Certificates The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

  • CERTIFICATES FOR PAYMENT 9.4.1 The Architect will, within seven days after the receipt of the Contractor's completed Application for Payment, either issue a Certificate for Payment to the State, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor in writing his or her reasons for withholding a Certificate as provided in Subparagraph 9.6.1

  • Closing Certificates; Etc The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

  • Certificates for Reimbursement A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

  • 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.

  • Physician's Certificate When a female employee applies for pregnancy leave she must provide her supervisor with a certificate from her physician stating that she is pregnant and giving the estimated date of delivery at least two weeks prior to the date she plans to commence the leave. In the case of a female employee who stops working prior to the commencement of her scheduled leave because of a birth, still-birth or miscarriage that happens earlier than the employee was expected to give birth, that employee must, within two weeks of stopping work, give her supervisor: (a) written notice of the date the pregnancy leave began or is to begin, and (b) a certificate from a legally qualified medical practitioner that, (i) states the date of the birth, still-birth or miscarriage and the date the employee was expected to give birth. When a female employee resigns without notifying her supervisor that she is pregnant and she has not applied for pregnancy leave, but within two weeks following her resignation, provides her supervisor with a certificate from her physician stating she was unable to perform her job duties because of a medical condition arising from her pregnancy and giving the estimated or actual delivery date, she shall be entitled to pregnancy leave if it is requested.

  • TERMS FOR CERTIFICATES Section 11.01 Cut-Off Date................................................. Section 11.02 Cut-Off Date Aggregate Principal Balance..................... Section 11.03

  • Secretary’s Certificate The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational documents as then in effect.

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