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

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.

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, Officer dated as of the Closing Date, upon which the Administrative Agent and each Senior Secured Party may conclusively rely, as to: (Ai) 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; (Bii) 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 (Ciii) 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 and, in the case of the Borrower, 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.

Resolutions, Incumbency, Organic Documents. (i) The Administrative Agent shall have received from each of the Borrower Borrower, the Pledgor and the Pledgor Guarantor 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: (Ai) 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; (Bii) 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 (Ciii) 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.