Resolutions; Organizational Documentation Clause Samples
The "Resolutions; Organizational Documentation" clause establishes the requirement for maintaining and providing official records of a company's internal decisions and foundational documents. This typically includes board or shareholder resolutions, articles of incorporation, bylaws, and any amendments, which may need to be produced upon request or as part of due diligence in transactions. The core function of this clause is to ensure transparency and verify the authority and legitimacy of corporate actions, thereby reducing the risk of disputes over governance or decision-making authority.
Resolutions; Organizational Documentation. Certified copies of resolutions for the Borrower and the Parent authorizing or ratifying the execution, delivery and performance of each Transaction Document to which it is, or will be, a party, together with certified copies of the Borrower Organizational Documents and in the case of the Parent, a certified copy of its certificate of formation and limited liability company agreement.
Resolutions; Organizational Documentation. Certified copies of resolutions for the Borrower, each Seller, the Parent, the Guarantor, the Portfolio Administrator and the Servicer authorizing or ratifying the execution, delivery and performance of each Transaction Document to which it is, or will be, a party, together with certified copies of the Borrower Organizational Documents and in the case of each Seller, the Parent, the Guarantor, the Portfolio Administrator, and the Servicer, a certified copy of their respective articles or certificate of incorporation or formation and by-laws, trust agreement, limited liability company agreements or constitution, as applicable, of the Borrower, each Seller, the Parent, the Guarantor, the Portfolio Administrator, and the Servicer.
Resolutions; Organizational Documentation. Certified copies of resolutions for the Borrower, the Assignor, the Predecessor Parent Pledgor, Imperial, the Initial Portfolio Manager and the Initial Servicer authorizing or ratifying the execution, delivery and performance of each Transaction Document (as defined in the Original Loan Agreement) to which it was, or would be, a party, together with certified copies of the Borrower Organizational Documents and in the case of Imperial, the Assignor and the Predecessor Parent Pledgor, a certified copy of their respective articles or certificate of incorporation or formation and by-laws, trust agreement or limited liability company agreements, as applicable, of the Borrower, Imperial, the Initial Servicer, the Initial Portfolio Manager, the Assignor and the Predecessor Parent Pledgor.
Resolutions; Organizational Documentation. Certified copies of resolutions for the Borrower, the Assignor, the Predecessor Parent Pledgor, the Parent Pledgors, the Portfolio Manager, the Guarantor, the Initial Servicer, the Initial Portfolio Manager and the Servicer authorizing or ratifying the execution, delivery and performance of each Transaction Document (as defined in the Original Amended and Restated Loan Agreement) to which it was, or would be, a party, together with certified copies of the Borrower Organizational Documents and in the case of the Assignor, the Predecessor Parent Pledgor, the Parent Pledgors, the Portfolio Manager, the Guarantor, the Initial Servicer, the Initial Portfolio Manager and the Servicer, certified copies of their respective certificates of formation and limited liability company agreements or limited partnership agreements, as applicable.
Resolutions; Organizational Documentation. Certified copies of resolutions for the Borrower, the Assignor, the Parent Pledgor, Imperial, the Portfolio Manager and the Servicer authorizing or ratifying the execution, delivery and performance of each Transaction Document to which it is, or will be, a party, together with certified copies of the Borrower Organizational Documents and in the case of Imperial, the Assignor and the Parent Pledgor, a certified copy of their respective articles or certificate of incorporation or formation and by-laws, trust agreement or limited liability company agreements, as applicable, of the Borrower, Imperial, the Servicer, the Portfolio Manager, the Assignor and Parent Pledgor.
Resolutions; Organizational Documentation. Certified copies of resolutions for the Borrower, the Portfolio Manager, the Guarantor, the Initial Servicer and the Initial Portfolio Manager authorizing or ratifying the execution, delivery and this Loan Agreement and the Account Control Agreement, as applicable, together with certified copies of the Borrower Organizational Documents and in the case of the Portfolio Manager, the Guarantor, the Initial Servicer and the Initial Portfolio Manager, certified copies of their respective certificates of formation and limited liability company agreements or limited partnership agreements, as applicable.