Common use of Resolutions, Incumbency, Organic Documents Clause in Contracts

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.

Resolutions, Incumbency, Organic Documents. The Administrative Agent shall have received from each Loan Party Borrower a certificate of an Authorized Officer, Officer dated as of the Closing Date, upon which the Administrative Agent and each Lender may conclusively rely, as to: (i) reasonably 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 Financing Document to which it is party and the consummation of the transactions contemplated thereintherein (including the appointment of the Borrower Agent); (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, Documents which shall be in form and substance reasonably satisfactory to the Lenders, Administrative Agent 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.

Resolutions, Incumbency, Organic Documents. The Administrative Agent shall have received from each Loan Party of the Borrower and the Pledgor a certificate of an Authorized Officer, Officer dated as of the Closing Date, upon which the Administrative Agent and each Lender Senior Secured Party may conclusively rely, as to: (i) 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 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 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 LendersAdministrative Agent, 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.

Resolutions, Incumbency, Organic Documents. The Administrative Agent Landlord shall have received from each Loan Party of Lessee and the Lessee Pledgor a certificate of an Authorized Officer, dated as of the Closing Effective Date, upon which the Administrative Agent and each Lender Landlord may conclusively rely, as to: (ia) 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 Financing Transaction Document to which it is party and the consummation of the transactions contemplated therein; (iib) the incumbency and signatures of those of its officers and representatives duly authorized to execute and otherwise act with respect to each Financing Lease Document to which it is party; and (iiic) such Person’s Organic Documents, which in the case of Lessee shall be in form and substance reasonably satisfactory to the LendersLandlord, and in every case certifying that (Ai) 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 Landlord and (Bii) no material breach, material default or material violation thereunder has occurred and is continuing.

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 Senior Secured Party may conclusively rely, as to: (i) 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 Financing Document to which it is party and the consummation of the transactions contemplated thereintherein (including the appointment of the Loan Party Agent); (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 LendersAdministrative Agent, 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.