Resolutions, Incumbency, Organic Documents Sample Clauses

Resolutions, Incumbency, Organic Documents. The Administrative Agent shall have received from each Loan Party a certificate of an Authorized Officer, dated as of the Closing Date, upon which the Administrative Agent and each Lender may conclusively rely, as to: (i) resolutions of its members, managers or directors, as the case may be, then in full force and effect authorizing the execution, delivery and performance of each Financing Document to which it is party and the consummation of the transactions contemplated therein; (ii) the incumbency and signatures of those of its officers and representatives authorized to execute and otherwise act with respect to each Financing Document to which it is party; and (iii) such Person’s Organic Documents, which shall be in form and substance reasonably satisfactory to the Lenders, and certifying that (A) such documents are in full force and effect and no term or condition thereof has been amended from the form thereof delivered to the Administrative Agent and (B) no material breach, material default or material violation thereunder has occurred and is continuing.
Sample 1Sample 2See All (7)
AutoNDA by SimpleDocs
Resolutions, Incumbency, Organic Documents. (i) The Administrative Agent shall have received from each of the Borrower and the Pledgor a certificate of an Authorized Officer, dated as of the Closing Date, upon which the Administrative Agent and each Senior Secured Party may conclusively rely, as to: (A) satisfactory resolutions of its members, managers or directors, as the case may be, then in full force and effect authorizing the execution, delivery and performance of each Transaction Document to which it is party and the consummation of the transactions contemplated therein; (B) the incumbency and signatures of those of its officers and representatives duly authorized to execute and otherwise act with respect to each Financing Document to which it is party; and (C) such Person’s Organic Documents, which in the case of the Borrower shall be in form and substance reasonably satisfactory to the Administrative Agent and shall include the Required LLC Provisions, and in every case certifying that (A) such documents are in full force and effect and no term or condition thereof has been amended from the form thereof delivered to the Administrative Agent and (B) no material breach, material default or material violation thereunder has occurred and is continuing. (ii) The Administrative Agent shall have received each resolution, incumbency certificate and Organic Document delivered to Borrower on the Closing Date pursuant to the Lease Documents each of which shall be in form and substance reasonably acceptable to the Administrative Agent.
Sample 1Sample 2See All (4)
Resolutions, Incumbency, Organic Documents. The Lender shall have received from each of the Borrower, the Parent, and the Pledgor, a duly executed certificate of an Authorized Officer of such Person dated as of the Closing Date, upon which the Lender may conclusively rely, which shall: (i) certify the incumbency and signatures of those of its officers and representatives duly authorized to execute and otherwise act with respect to each Transaction Document to which it is (or is anticipated to be) a party; (ii) attach satisfactory resolutions of such Person’s members, managers or directors, as the case may be, authorizing the execution, delivery and performance of each Transaction Document to which it is (or is anticipated to be) a party and the consummation of the transactions contemplated therein; (iii) attach such Person’s Organic Documents, which shall be in form and substance reasonably satisfactory to the Lender, and, in the case of the Borrower, shall include the Required LLC Provisions; and (iv) certify that the copies of documents provided pursuant to parts (ii) and (iii) of this Section 6.01(a)(i) (Conditions to Closing – Resolutions, Incumbency, Organic Documents) are true, correct, complete, are in full force and effect and have not been amended, supplemented or otherwise modified.
Sample 1Sample 2
Resolutions, Incumbency, Organic Documents. The Administrative Agent shall have received from each of the Borrower and the Pledgors a certificate of an Authorized Officer dated as of the Closing Date, upon which the Administrative Agent and each Lender may conclusively rely, as to: (i) satisfactory resolutions of its general partner, members, managers, shareholders or directors, as the case may be, then in full force and effect authorizing the execution, delivery and performance of (A) each Transaction Document to which it is party, (B) in the case of the Pledgors, the Borrower LP Agreement and (C) in the case of the Borrower, the SNDAs, and, in each case, the consummation of the transactions contemplated therein; (ii) the incumbency and signatures of those of its officers and representatives duly authorized to execute and otherwise act with respect to each Financing Document to which it is party; and (iii) such Person’s Organic Documents, which shall be in form and substance reasonably satisfactory to the Administrative Agent and shall include (x) in the case of the Borrower, the Required LP Provisions, (y) in the case of the GP Pledgor, the Required GP Provisions and (z) in the case of the LP Pledgor, the Required LP Pledgor LLC Provisions, and in every case certifying that (A) such documents are in full force and effect and no term or condition thereof has been amended from the form attached to such certificate and (B) no material breach, material default or material violation thereunder has occurred and is continuing.
Sample 1
Resolutions, Incumbency, Organic Documents. The Administrative Agent shall have received from each Debtor Party a certificate of an Authorized Officer dated as of the Effective Date, upon which each Senior Claimholder and Subordinated Claimholder may conclusively rely, as to: (i) satisfactory resolutions of its board of directors (including, in the case of Dakota Fuels, the Independent Director), board of managers, member(s) (including, in the case of each of ABE Heartland and the Borrower, its respective Independent Member) or manager(s), as the case may be, then in full force and effect authorizing the execution, delivery and performance of this Agreement, the conversion of the Borrower from a limited partnership to a limited liability company, the Borrower LLC Agreement, and the consummation of the transactions contemplated herein; (ii) the incumbency and signatures of those of its officers and representatives duly authorized to execute and otherwise act with respect to this Agreement; (iii) such Person’s Organic Documents (including, in the case of the Borrower, (x) its certificate of conversion to a limited liability company, (y) its certificate of formation and (z) the Borrower LLC Agreement, each based on a form that the Administrative Agent has approved in writing pursuant to Section 7.02(m)(i) of the Original Senior Credit Agreement), certifying that (A) such documents are in full force and effect and no term or condition thereof has been amended from the form attached to such certificate and (B) no material breach, material default or material violation thereunder has occurred and is continuing.
Sample 1

Related to Resolutions, Incumbency, Organic Documents

  • Resolutions; Incumbency (i) Copies of the resolutions of the board of directors of the Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower; and (ii) A certificate of the Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

  • Amendments to Organizational Documents Parent will not, and will not permit any of its Subsidiaries to amend, modify, or grant any waiver or release under or terminate in any manner, any Organizational Documents in any manner materially adverse to, or which would impair the rights of, the Lenders.

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

  • Organizational Documents; Incumbency Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Amendment of Organizational Documents The Borrower will not, or will permit any Restricted Subsidiary to, amend, modify or waive any of its rights under its articles or certificate of incorporation, by-laws or other organizational documents, in either case, to the extent such amendment, modification or waiver would be adverse in any material respect to the rights or interests of the Lenders hereunder or under any other Loan Document.

  • Certified Copies of Organizational Documents The Agent shall have received from each Borrower a copy, certified as of a recent date by the appropriate officer of each State in which such Person is organized and in which the Eligible Real Estate Assets are located and a duly authorized officer, partner or member of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter or operating agreement and/or other organizational agreements of such Borrower, as applicable, and its qualification to do business, as applicable, as in effect on such date of certification.

  • Changes in Organizational Documents Each of the Loan Parties shall not amend, modify or change its certificate of incorporation (including any provisions or resolutions relating to capital stock), constitution, by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents in any manner materially adverse to the interests of the Lenders without obtaining the prior written consent of the Required Lenders.

  • Compliance with Organizational Documents The Seller shall comply with its limited liability company agreement and other organizational documents.

  • Certified Copies of Charter Documents Each of the Banks shall have received from the Borrower and each of its Subsidiaries a copy, certified by a duly authorized officer of such Person to be true and complete on the Closing Date, of each of (a) its charter or other incorporation documents as in effect on such date of certification, and (b) its by-laws as in effect on such date.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!