Common use of Resolutions; Incumbency Clause in Contracts

Resolutions; Incumbency. (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 or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company and each Subsidiary that may become party to a Loan Document authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the CompanyBorrower; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company approving and authorizing the transactions contemplated herebyexecution, delivery and performance by the Company of this Agreement and the other Loan Documents to be delivered hereunder, and authorizing the borrowing of the Loans, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company approving and authorizing the transactions contemplated herebyexecution, delivery and performance by the Company of this Agreement and the other Loan Documents to be delivered hereunder, and authorizing the borrowing of the Loans and the issuance of Letters of Credit, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company approving and authorizing the transactions contemplated herebyexecution, delivery and performance by the Company of this Agreement, the other Loan Documents to be delivered hereunder and authorizing the borrowing of the Loans, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i1) 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 or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i1) 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 or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors (or appropriate committee thereof) of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary, Assistant Secretary or an Assistant Secretary other appropriate officer of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company and each Guarantor authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (i1) 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 or an Assistant Secretary of the Company; and;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors Board of the Company and each Material Subsidiary that may become party to a Loan Document authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (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 or an Assistant Secretary of the Company; andand (ii) a certificate of the Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company (or a committee thereof having power to authorize the transactions contemplated hereby) authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company and each Subsidiary party to a Loan Document authorizing the transactions contemplated hereby, certified as of the Closing Restatement Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (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 or an Assistant Secretary of the Company; andand (ii) a certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to execute and deliver each Loan Document to be executed by the Company;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of each of the Company and each Guarantor authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch entity; and

Resolutions; Incumbency. (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 Company's Secretary or an Assistant Secretary of the CompanySecretary; and

Resolutions; Incumbency. (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 or an Assistant Secretary of the Company; andand (ii) a certificate of the Secretary or Vice President of the Company certifying the names and true signatures of the officers of the Company authorized to execute and deliver each Loan Document to be executed by the Company;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company approving and authorizing the transactions contemplated herebyexecution, delivery and performance by the Company of this Agreement and the other Loan Documents to be delivered hereunder, and authorizing the borrowing of the Loans, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and;

Resolutions; Incumbency. (iA) Copies of the resolutions of the board of directors of the Company and the Guarantor authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors or the executive committee of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of the Loan Documents and any other documents, instruments and certificates required to be executed by the Company in connection herewith or therewith and the transactions contemplated herebyhereby and thereby, certified as of the Closing Effective Date by the Secretary or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company and each Subsidiary party to a Loan Document authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (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, Assistant Secretary or an Assistant Secretary other appropriate officer of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company and each Subsidiary party to a Loan Document authorizing the transactions contemplated hereby, certified as of the Closing Restatement Date by the Secretary or an Assistant Secretary of the CompanyCompany or such Subsidiary, as applicable; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company Company, the Borrower and each Subsidiary that may become party to a Loan Document authorizing the transactions contemplated hereby, certified as of the Closing Restatement Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company and each Subsidiary authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (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 or an Assistant Secretary of the Company; andand (ii) a certificate of the Secretary or Vice President of the Company certifying the names and true signatures of the officers of the Company authorized to execute and deliver each Loan Document to be executed by the Company;(c)

Resolutions; Incumbency. (ia) Copies of the resolutions of the board of directors of the Company and each Subsidiary that may become party to a Loan Document or the Consent authorizing the transactions contemplated herebyhereby and thereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (iA) Copies of the resolutions of the board of directors of the Company authorizing the execution and delivery of the Loan Documents and the consummation of the transactions contemplated hereby, certified as of the Closing Funding Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors (or equivalent) of the Company and each Loan Party authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company Company, the Borrower and each Subsidiary that may become party to a Loan Document authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (ia) Copies of the resolutions of the board of directors of the Company Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the CompanyBorrower; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board respective boards of directors directors, partners, members or managers (as applicable) of the Company Companies authorizing the transactions contemplated hereby, certified as of the Closing Date by the each Company's Secretary or an Assistant Secretary of the CompanySecretary, respectively; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors managers of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company Companies and each Subsidiary authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Third Restatement Date by the Secretary or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company Company, each Initial Subsidiary Borrower and each Initial Material Subsidiary authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (i) Copies 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 or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company and each Pledgor Subsidiary authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the CompanyCompany and each such Pledgor Subsidiary; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Effective Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. Each of the following: (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 or an Assistant Secretary of the Company; andby

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company Borrower and the Guarantor authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board boards of directors of the Company and each Subsidiary party hereto as a Guarantor authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors (or appropriate committee thereof) of the Company authorizing the transactions contemplated herebyby the Loan Documents to which it is a party, certified as of the Closing Date by the Secretary, Assistant Secretary or an Assistant Secretary other appropriate officer of the Company; andand 40.

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company and each Subsidiary that is or is to be a party to a Loan Document authorizing the transactions contemplated hereby, certified as of the Closing Date by the Vice President, Secretary or an Assistant Secretary and General Counsel of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors (or similar governing body) of the Company authorizing the transactions contemplated hereby, certified as of the Closing Effective Date by the Secretary or an Assistant Secretary or similar officer of the Company; and

Resolutions; Incumbency. (i) 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 or an Assistant Secretary of the Company; andand (ii A certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors for each of the Company and each Original Borrowing Subsidiary authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company authorizing the execution and delivery of this agreement and the consummation of the transactions contemplated hereby, certified as of the Closing Second Restatement Effective Date by the Secretary or an Assistant Secretary of the Company; , and

Resolutions; Incumbency. (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 or an Assistant Secretary of the Companysuch Loan Party; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of the Facility Documents and any other documents, instruments and certificates required to be executed by the Company in connection herewith or therewith and the transactions contemplated herebyhereby and thereby, certified as of the Closing Date date hereof by the Secretary or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board respective boards of directors of the Company Companies authorizing the transactions contemplated hereby, certified as of the Closing Date by the each Company's Secretary or an Assistant Secretary of the CompanySecretary, respectively; and

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

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Execution Date by the Secretary or an Assistant Secretary of the Company; and

Resolutions; Incumbency. 54 (i) Copies of the resolutions of the board of directors of the Company and each Restricted Subsidiary authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company and each Non-Restricted Subsidiary authorizing the transactions contemplated hereby, certified as of the Closing Effective Date by the Secretary or an Assistant Secretary of the CompanyCompany and each such Non-Restricted Subsidiary; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board Board of directors Directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board respective boards of directors directors, partners, members or managers (as applicable) of the Company and each of the Persons required to deliver a Guarantee pursuant to Section 5.01(a)(iii) authorizing the transactions contemplated herebyby the Credit Documents to which they are a party, certified as of the Closing Date by the Secretary or an Assistant Secretary a Responsible Officer of the Company; and

Resolutions; Incumbency. (i) 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 or an Assistant Secretary of the Company; andand (ii a certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to execute and deliver this Agreement and the Notes.

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company and each Restricted Subsidiary authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing First Amendment Effective Date by the Secretary or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (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 or an Assistant Secretary of the Company; andand (ii) a certificate of the Secretary or Vice President of the Company certifying the names and true signatures of the officers of the Company authorized to execute and deliver each Loan Document to be executed by the Company;

Resolutions; Incumbency. Each of the following: (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 or an Assistant Secretary of the Company; andand (ii) certificates of the Secretary or Assistant Secretary of the Company, dated as of the Closing Date, certifying the names, titles and true signatures of the officers of the Company authorized to execute, deliver and perform this Agreement and all other Documents to be delivered by it hereunder; (c)

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company authorizing the execution and delivery of the Loan Documents to which the Company is a party and the consummation of the transactions contemplated hereby, certified as of the Closing Signing Date by the Secretary or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (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 or an Assistant Secretary of the Company; andand (ii) a certificate of the Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Related Documents to be delivered by it hereunder;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company and the unanimous shareholder agreement and resolution of the shareholders of Medis authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Borrower; and

Resolutions; Incumbency. (i) Copies of the resolutions of the executive committee of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (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 or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i) 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 or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of the Loan Documents and any other documents, instruments and certificates required to be executed by the Company in 57 connection herewith or therewith and the transactions contemplated herebyhereby and thereby, certified as of the Closing Effective Date by the Secretary or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company Companies (or authorized committees thereof) approving and authorizing the transactions contemplated herebyexecution, delivery, and performance by the Companies of this Agreement and the other Loan Documents, and authorizing the borrowing of the Loans, certified as of the Closing Effective Date by the Secretary or an Assistant Secretary of the Company; andCompanies substantially in the form of Exhibit D;

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company and each Subsidiary party to a Loan Document authorizing the transactions contemplated hereby, certified as of the Closing Second Restatement Date by the Secretary or an Assistant Secretary or similar officer of the Companysuch Person; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company authorizing the execution and delivery of the Loan Documents to which the Company is a party and the consummation of the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company Company, the Parent and Xxxxxx Xxxx authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companysuch Person; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company Company, Xxxxxxx-Xxxxxx USA and Xxxxx Beauty authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Companyrespective Borrower; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors (or appropriate committee thereof) of the Company authorizing the transactions contemplated herebyhereby (including the Merger and the Tender Offer), certified as of the Closing Date by the Secretary, Assistant Secretary or an Assistant Secretary other appropriate officer of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Restatement Date by the Secretary or an Assistant Secretary of the Company; and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of the Company authorizing the execution and delivery of this agreement and the consummation of the transactions contemplated hereby, certified as of the Closing Restatement Effective Date by the Secretary or an Assistant Secretary of the Company; , and

Resolutions; Incumbency. (i) Copies of the resolutions of the board of directors of each of the Company Borrower and MW authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the CompanyBorrower or MW; and