Resolutions; Incumbency; Organization Documents. (i) Resolutions of the board of directors of the Company and members or the board of directors of each Original Guarantor or its general partner, as applicable, authorizing the transactions contemplated hereby, certified as of the Effective Time by the Secretary or an Assistant Secretary of such Person; (ii) Certificates of the Secretary of the Company and the Secretary of each Original Guarantor certifying the names and true signatures of the officers of such Person authorized to execute, deliver and perform, as applicable, this Agreement, the Security Documents, the Guaranty, and all other Loan Documents to be delivered by it hereunder; and (iii) the Organization Documents of the Company and of each Original Guarantor as in effect on the Effective Time, certified by the Secretary or Assistant Secretary of the such Person as of the Effective Time;
Resolutions; Incumbency; Organization Documents. (i) Resolutions of the board of directors of the Company and members or the board of directors of each Guarantor or its general partner, as applicable, authorizing this Amendment, certified as of the Amendment Effective Date by the Secretary or an Assistant Secretary of such Person; (ii) certificates of the Secretary of the Company and the Secretary of each Guarantor certifying the names and true signatures of the officers of such Person authorized to execute, deliver and perform, as applicable, this Amendment; and (iii) the Organization Documents of the Company and of each Guarantor as in effect on the Amendment Effective Date, certified by the Secretary or Assistant Secretary of the such Person as of the Amendment Effective Date;
Resolutions; Incumbency; Organization Documents. (i) Resolutions of the board of directors of the Company and each Loan Party authorizing the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of such Person; (ii) Certificates of the Secretary or Assistant Secretary of the Company and each Loan Party certifying the names and true signatures of the officers or such Person authorized to execute, deliver and perform, as applicable, this Agreement, the Notes, the Guaranties and all other Loan Documents to be delivered by it hereunder; and (iii) articles or certificates of incorporation and the bylaws of the Company and each Loan Party as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of such Person as of the Closing Date, or a certificate of the Secretary or Assistant Secretary certifying that such articles or certificates of incorporation and bylaws have not been amended since copies thereof were delivered to the Administrative Agent pursuant to the Existing Credit Agreement;
Resolutions; Incumbency; Organization Documents. (i) Copies of resolutions of SEM, individually and in its capacity as the general partner of Borrower, authorizing the transactions contemplated hereby, certified as of Closing by a Responsible Officer of SEM; (ii) Certificate of an officer of SEM certifying the names and true signatures of the officers or such Persons authorized to execute, deliver and perform, as applicable, this Agreement, the Notes, the Guarantees and all other Loan Documents to be delivered by SEM and Borrower hereunder; (iii) Copies of resolutions of SEGP, individually and in its capacity as the general partner of SOP, authorizing the transactions contemplated hereby, certified as of Closing by a Responsible Officer of SEGP; (iv) Certificate of an officer of SEGP certifying the names and true signatures of the officers or such Persons authorized to execute, deliver and perform, as applicable, this Agreement, the Notes, the Guarantees and all other Loan Documents to be delivered by SEGP and SOP hereunder; (v) Copies of resolutions of Parent authorizing the transactions contemplated hereby, certified as of Closing by a Responsible Officer of Parent; (vi) Certificate of an officer of Parent certifying the names and true signatures of the officers or such Persons authorized to execute, deliver and perform, as applicable, this Agreement, the Notes, the Guarantees and all other Loan Documents to be delivered by Parent hereunder; (vii) Copies of resolutions of SELP authorizing the transactions contemplated hereby, certified as of Closing by a Responsible Officer of SELP; (viii) Certificate of an officer of SELP certifying the names and true signatures of the officers or such Persons authorized to execute, deliver and perform, as applicable, this Agreement, the Notes, the Guarantees and all other Loan Documents to be delivered by SELP hereunder; and (ix) the Organization Documents of Borrower and Guarantors as in effect on the Closing Date.
Resolutions; Incumbency; Organization Documents. (i) Copies of resolutions of Borrower and each Guarantor authorizing the transactions contemplated hereby, certified as of the Closing Date by a Responsible Officer of each; (ii) Certificate of Secretary of Borrower and each Guarantor certifying the names and true signatures of the officers or such Person authorized to execute, deliver and perform, as applicable, this Agreement, the Notes and all other Loan Documents to be delivered by it hereunder; and (iii) the Organization Documents of Borrower and each Guarantor as in effect on the Closing Date.
Resolutions; Incumbency; Organization Documents. The Administrative Agent shall have received (i) a true, correct and complete copy, certified as to such by a Responsible Officer of the applicable Loan Party, of resolutions of the board of directors of the Borrower and members or the board of directors of each Guarantor or its general partner, as applicable, authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of such Person; (ii) certificates of the secretary of the Borrower and the secretary of each Guarantor certifying the names and true signatures of the officers of such Person authorized to execute, deliver and perform, as applicable, this Agreement, the Security Documents, the Guaranty, and all other Loan Documents to be delivered by it hereunder; and (iii) the Organization Documents of the Borrower and of each Guarantor as in effect on the Closing Date, certified by the secretary or assistant secretary of the such Person as of the Closing Date;
Resolutions; Incumbency; Organization Documents. (i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary of the Company;
Resolutions; Incumbency; Organization Documents. (i) Resolutions of the members or the board of directors of each TexCal Subsidiary or its general partner, as applicable, authorizing the transactions contemplated hereby, certified as of the TexCal Closing Time by the Secretary or an Assistant Secretary of such Person; (ii) Certificates of the Secretary of each TexCal Subsidiary certifying the names and true signatures of the officers of such Person authorized to execute, deliver and perform, as applicable, all Loan Documents to be delivered by it hereunder; and (iii) the Organization Documents of each TexCal Subsidiary as in effect on the TexCal Closing Time, certified by the Secretary, Assistant Secretary or general partner of such Person of such Person as of the TexCal Closing Time;
Resolutions; Incumbency; Organization Documents. (i) Resolutions of the board of directors of the Company and the sole director or manager and members of each Guarantor authorizing the transactions contemplated hereby, certified as of the Restatement Effective Time by the Secretary or an Assistant Secretary of such Person; (ii) Certificates of the Secretary of the Company and the Secretary of each Guarantor certifying the names and true signatures of the officers of such Person authorized to execute, deliver and perform, as applicable, this Agreement; (iii) the Organization Documents of the Company as in effect on the Restatement Effective Time, certified by the Secretary or Assistant Secretary of each such Person as of the Restatement Effective Time; and (iv) confirmation that no modifications have been made to the Organizational Documents of each of the Guarantors since the Effective Date;
Resolutions; Incumbency; Organization Documents. (i) Copies of the corporate resolutions of each Credit Party authorizing (x) the transactions described in the Agreement and Plan of Reorganization between Borrower, STP and Jerry D. Cash, (y) PGP's acquisxxxxx xx xxx gas marketing business of Bonanza Energy Corp. of Kansas, and (z) the respective transactions contemplated hereby, certified as of the Closing Date by a Responsible Officer; (ii) Certificates of each Credit Party certifying the names and true signatures of the officers or such Person authorized to execute, deliver and perform, as applicable, this Agreement, the Notes and all other Loan Documents to be delivered by it hereunder and the current officers and major shareholders of Borrower's equity (owning five percent (5%) or more of any class of Borrower's stock); and (iii) the Organization Documents of each Credit Party as in effect on the Closing Date.
