Common use of Resolutions; Incumbency and Signatures Clause in Contracts

Resolutions; Incumbency and Signatures. Copies of resolutions of the Board of Directors or Board of Managers of the Borrower (as applicable), and, if required, the shareholder or member(s) of the Borrower, authorizing or ratifying the execution, delivery and performance by the Borrower of this Agreement, the Financing Agreements to which the Borrower is a party and any other document provided for herein or therein to be executed by Borrower, certified by a Duly Authorized Officer. A certificate of a Duly Authorized Officer certifying the names of the officers of the Borrower authorized to make a borrowing request and sign this Agreement and the Financing Agreements to which the Borrower is a party, together with a sample of the true signature of each such officer; the Administrative Agent may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein. A copy of resolutions of the Board of Directors of Guarantor and each Pledgor authorizing or ratifying the execution, delivery and performance by Guarantor and each Pledgor, respectively, of the Guaranty and its respective Pledge Agreement.

Resolutions; Incumbency and Signatures. Copies of resolutions of the Board of Directors or Board of Managers of the Borrower (as applicable), and, if required, the shareholder or member(s) of the Borrower, authorizing or ratifying the execution, delivery and performance by the Borrower of this Agreement, the Financing Agreements to which the Borrower is a party and any other document provided for herein or therein to be executed by Borrower, certified by a Duly Authorized Officer. A certificate of a Duly Authorized Officer certifying the names of the officers of the Borrower authorized to make a borrowing request and sign this Agreement and the Financing Agreements to which the Borrower is a party, together with a sample of the true signature of each such officer; the Administrative Agent may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein. A copy of resolutions of the Board of Directors of Guarantor Parent authorizing or ratifying the execution, delivery and performance by Parent of the Guaranty and its Pledge Agreement. A copy of resolutions of the Board of Directors -50- or Board of Managers (as applicable) of each Pledgor authorizing or ratifying the execution, delivery and performance by Guarantor and each Pledgor, respectively, such Pledgor of the Guaranty and its respective Pledge Agreement.

Resolutions; Incumbency and Signatures. Copies of resolutions of the Board of Directors or Board of Managers of the Borrower (as applicable), and, if required, the shareholder or member(s) of the Borrower, authorizing or ratifying the execution, delivery and performance by the Borrower of this Agreement, the Financing Agreements to which the Borrower is a party and any other document provided for herein or therein to be executed by Borrower, certified by a Duly Authorized Officer. A certificate of a Duly Authorized Officer certifying the names of the officers of the Borrower authorized to make a borrowing request and sign this Agreement and the Financing Agreements to which the Borrower is a party, together with a sample of the true signature of each such officer; the Administrative Agent may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein. A copy of resolutions of the Board of Directors of Guarantor Parent authorizing or ratifying the execution, delivery and performance by Parent of the Guaranty and its Pledge Agreement. A copy of resolutions of the Board of Directors or Board of Managers (as applicable) of each Pledgor authorizing or ratifying the execution, delivery and performance by Guarantor and each Pledgor, respectively, such Pledgor of the Guaranty and its respective Pledge Agreement.