Common use of Resolutions, etc Clause in Contracts

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, (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 or general partner, as applicable, as to (a) resolutions of each such Person’s Board of Directors (or other managing body, in the case of entities other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent Agents shall have received from each Obligor, as applicable, (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 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of entities other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions Transaction applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such PersonPerson (each, an "Authorized Officer"); and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent Purchasers shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Issuance Date, for each such Person and (ii) a certificate, dated as of the Closing Issuance Date, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (ai) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of entities other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions Transaction applicable to such Person and the execution, delivery and performance of each Loan Financing Document to be executed by such Person and the transactions contemplated hereby and thereby; (bii) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Financing Document to be executed by such Person; and (ciii) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicableBorrower and each Subsidiary of a Borrower, (ia) a copy of a recent good standing certificatecertificates, dated a date reasonably close to certificates of existence and certificates of foreign qualification in such jurisdictions as the Closing DateAdministrative Agent shall require, for each such Person and (iib) a certificate, dated as of the Closing DateDate and with counterparts for each Lender, duly executed and delivered by such Person’s Secretary 's secretary or Assistant Secretary, managing member or general partner, as applicable, assistant secretary as to: (ai) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of entities other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions transactions contemplated hereby applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (bii) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, officers authorized to act with respect to each Loan Document to be executed by such PersonPerson (each an "Authorized Officer"); and (ciii) the completeness, accuracy, full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member secretary or general partner, as applicable, assistant secretary of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificatecertificate (to the extent applicable), dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date, Date duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of entities an entity other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions Transaction applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Credit Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificatecertificate from its jurisdiction of organization (and with respect to the Borrower, from the States of Idaho and Alaska), dated a date reasonably close to the Closing Effective Date, for each such Person and (ii) a certificate, dated as of the Closing DateEffective Date with counterparts for each Lender, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s Board of Directors (or other managing body, in the case of entities other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions Transaction applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and certified copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent Agents shall have received from each ObligorObligor which is not a natural Person, as applicable, (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 DateDate with counterparts for each Lender, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of entities other than a corporation) then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of the Transactions applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such each Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificatecertificate (to the extent applicable), dated a date reasonably close to the Closing Amendment Effective Date, for each such Person and (ii) a certificate, dated as of the Closing Date, Amendment Effective Date duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of entities an entity other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions Transaction applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Credit Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Effective Date, for each such Person and (ii) a certificate, dated as of the Closing Effective Date, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of entities other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such PersonPerson (each, an "Authorized Officer"); and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent Agents shall have received from each Obligor, as applicable, (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 DateDate and with counterparts for each Lender, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of entities other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions Transaction applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent Agents shall have received from each Obligor, as applicable, (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 DateDate with counterparts for each Lender, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s Board of Directors (or other managing body, in the case of entities other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions Transaction applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate, as well as certificate(s) of qualification to do business in each foreign jurisdiction in which such Obligor conducts material operations, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing DateDate and with counterparts for each Lender, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of entities other than any Person that is not a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions Transaction applicable to such Person and the execution, delivery and performance of this Agreement, each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to this Agreement and each other Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Effective Date, for each such Person and (ii) a certificate, dated as of the Closing Effective Date, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of entities other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby;; 56 90 (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such PersonPerson (each, an "Authorized Officer"); and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent Agents shall have received from each Obligor, as applicable, (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 DateDate with counterparts for each Lender, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of entities other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions transactions contemplated hereby applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and therebyPerson; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, the Company (i) a copy of a good standing certificatecertificates, dated a date reasonably close to the Closing Date, for the Company and each such Person other Obligor and (ii) a certificate, dated as of the Closing Date, Date duly executed and delivered by such Personeach Obligor’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to: (a) resolutions of each such Person’s Board board of Directors directors (or other managing body, in the case of entities other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person (and copies of all amendments thereof, if any, since the Closing Date); upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent Agents shall have received from each ObligorObligor which is not a natural Person, as applicable, (ia) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (iib) a certificate, dated as of the Closing DateDate with counterparts for each Lender, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (ai) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of entities other than a corporation) then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of the Transactions applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such each Person and the transactions contemplated hereby and thereby; (bii) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (ciii) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent Agents shall have received from each Obligor, as applicable, (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 member, trustee or general partner, as applicable, as to (a) resolutions of each such Person’s Board of Directors (or other managing body, in the case of entities other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions Transaction applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Lender Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member member, trustee or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each ObligorObligor executing a Loan Document on the Amendment Effective Date pursuant to Section 5.1, as applicable, (ia) in the case of each U.S. Obligor, a copy of a good standing certificate (or its equivalent), dated a date reasonably close to the Amendment Effective Date, for each such Person and (b) a certificate, dated a date reasonably close to the Closing Date, Amendment Effective Date and with counterparts for each such Person and (ii) a certificate, dated as of the Closing DateLender, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of entities other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and therebyapplicable to such person; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Authorized Officer signing any Loan Document to be executed by such PersonDocuments; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificatecertificate (to the extent applicable), dated a date reasonably close to the Closing Amendment Effective Date, for each such Person and (ii) a certificate, dated as of the Closing Date, Amendment Effective Date duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s Board of Directors (or other managing body, in the case of entities an entity other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions Transaction applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Credit Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate, as well as certificate(s) of qualification to do business in each foreign jurisdiction in which such Obligor conducts material operations, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing DateDate with counterparts for each Lender, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of entities other than any Person that is not a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions Transaction applicable to such Person and the execution, delivery and performance of this Agreement, each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to this Agreement and each other Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligorof the Borrower, the Partners and the Manager, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Effective Date, for each such Person and (ii) a certificate, dated as of the Closing DateEffective Date and with counterparts for each Lender, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of entities other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transactions applicable to such Person and the execution, delivery and performance of this Agreement, each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partnerAuthorized Officers, as applicable, authorized to act with respect to this Agreement and each other Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.