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.
Appears in 1 contract
Samples: Participation Agreement (Magellan International Inc)
Resolutions, Certificates, etc. Each of Agent, Loan ------------------------------- Participants, Owner Participant, Owner Trustee, Lessee, GuarantorGuarantors, Seller Seller, Service Provider, Note Purchasers, Indenture Trustee and Xxxxxx Services Owner Trustee shall have received the following, in each case in form and substance reasonably satisfactory to such PersonOwner Participant, Lessee, Guarantors, Seller, Service Provider, Note Purchasers, Indenture Trustee and Owner Trustee, respectively:
(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) or similar governing body, as applicable, of Lessee, ContractorService Provider, Seller, GuarantorGuarantors, Owner Participant, Owner Participant Guarantor, Trust Company and AgentIndenture Trustee, each certified as of the Commencement Closing Date by the Secretary or an Assistant Secretary thereof, duly authorizing the execution, delivery and performance by it of each Operative Document and Xxxxxx XM Agreement to which it is is, or on the Closing Date will be, 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 a recent date from the jurisdiction of incorporation or organization, as applicable, of Lessee, ContractorService Provider, Seller, GuarantorGuarantors, and, to the extent available, Owner Participant, Owner Participant Guarantor, Trust Company and AgentIndenture Trustee;
(iii) a certificate of the Secretary or Assistant Secretary of Lessee, ContractorService Provider, Seller, GuarantorGuarantors, and, to the extent available, Owner Participant, Owner Participant Guarantor, Trust Company and AgentIndenture Trustee, certifying as to such Person's ’s charter and by-laws; and
(iv) such other documents and evidence evidence, with respect to Lessee, ContractorService Provider, Seller, GuarantorGuarantors, Owner Participant, AgentOwner Participant Guarantor, Indenture Trustee and Owner Trustee, as Owner Participant, Owner Trustee and Trust CompanyParticipant Guarantor, as Owner Trustee, Note Purchasers, Lessee, AgentIndenture Trustee, GuarantorGuarantors, Seller or Xxxxxx Services Service Provider may reasonably request in order to consummate the transactions contemplated by the Operative Documents and the Xxxxxx XM Agreements, and to evidence the taking of all corporate proceedings in connection therewith and compliance with the conditions herein or therein set forth.
Appears in 1 contract
Samples: Participation Agreement (Xm Satellite Radio Holdings Inc)
Resolutions, Certificates, etc. Each of Agent, Loan ------------------------------- Participants, Owner Participant, Owner Trustee, each Lessee, Guarantor------------------------------ the Initial Note Purchaser, Seller Indenture Trustee and Xxxxxx Services Owner Trustee shall have received the following, in each case in form and substance reasonably satisfactory to such PersonOwner Participant, each Lessee, Indenture Trustee, the Initial Note Purchaser and Owner Trustee, respectively:
(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, Contractor, Seller, Guarantor, Owner Participant, Trust Company Owner Trustee, and AgentIndenture Trustee, each certified as of the Commencement Delivery Date by the Secretary or an Assistant Secretary thereof, duly authorizing the execution, delivery and performance by it of each Operative Document Document, Guaranty Agreement 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 each Lessee, Contractor, Seller, Guarantor, and, to the extent available, Owner Participant, Trust Company Company, and AgentIndenture Trustee;
(iii) a certificate of the Secretary or Assistant Secretary of each Lessee, Contractor, Seller, and Guarantor, and, to the extent available, Owner Participant, Trust Company Company, and AgentIndenture Trustee, certifying as to such Person's charter and by-laws; and
(iv) such other documents and evidence with respect to each Lessee, Contractor, Seller, Guarantor, Owner Participant, AgentIndenture Trustee, and Owner Trustee, as Owner Participant, Owner Trustee and Trust CompanyTrustee, as either Lessee, AgentIndenture Trustee, Guarantor, Seller or Xxxxxx Services Initial Note Purchaser may reasonably request in order to consummate the transactions contemplated by the Operative Documents and the Xxxxxx AgreementsDocuments, and to evidence the taking of all corporate proceedings in connection therewith and compliance with the conditions herein or therein set forth.
Appears in 1 contract
Samples: Participation Agreement (Magellan International Inc)
Resolutions, Certificates, etc. Each of Agent, Loan ------------------------------- Participants, Owner Participant, Owner Trustee, each Lessee, Guarantorthe ----------------------------- Initial Note Purchaser, Seller Indenture Trustee and Xxxxxx Services Owner Trustee shall have received the following, in each case in form and substance reasonably satisfactory to such PersonOwner Participant, each Lessee, Indenture Trustee, the Initial Note Purchaser and Owner Trustee, respectively:
(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, Contractor, Seller, Guarantor, Owner Participant, Trust Company Owner Trustee, and AgentIndenture Trustee, each certified as of the Commencement Delivery Date by the Secretary or an Assistant Secretary thereof, duly authorizing the execution, delivery and performance by it of each Operative Document Document, Guaranty Agreement 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 each Lessee, Contractor, Seller, Guarantor, and, to the extent available, Owner Participant, Trust Company Company, and AgentIndenture Trustee;
(iii) a certificate of the Secretary or Assistant Secretary of each Lessee, Contractor, Seller, and Guarantor, and, to the extent available, Owner Participant, Trust Company Company, and AgentIndenture Trustee, certifying as to such Person's charter and by-laws; and
(iv) such other documents and evidence with respect to each Lessee, Contractor, Seller, Guarantor, Owner Participant, AgentIndenture Trustee, and Owner Trustee, as Owner Participant, Owner Trustee and Trust CompanyTrustee, as either Lessee, AgentIndenture Trustee, Guarantor, Seller or Xxxxxx Services Initial Note Purchaser may reasonably request in order to consummate the transactions contemplated by the Operative Documents and the Xxxxxx AgreementsDocuments, and to evidence the taking of all corporate proceedings in connection therewith and compliance with the conditions herein or therein set forth.
Appears in 1 contract
Samples: Participation Agreement (Magellan International Inc)