Secretaries' Certificates. The Agent and each Lender shall have received a certificate dated as of the Closing Date from the Secretary or an Assistant Secretary of the Borrower and each Guarantor, in form and substance satisfactory to the Lenders, certifying: (i) that attached thereto is a true and complete copy of the bylaws of such corporation as in effect on the date of such certification; (ii) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors and stockholders (if necessary) of such corporation, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, as applicable; and (iii) as to the incumbency and genuineness of the signature of each officer of such corporation executing this Agreement or any of the other Loan Documents, as applicable.
Secretaries' Certificates. Parent shall have furnished to the Company (i) copies of the text of the resolutions by which the corporate action on the part of Parent necessary to approve this Agreement, the Company Stockholder Voting Agreement and the transactions contemplated hereby and thereby were taken; (ii) certificates dated as of the Closing Date executed on behalf of Parent by its corporate secretary certifying to the Company that such copies are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded; (iii) copies of the certificate of incorporate and by-laws of Parent certified on behalf of Parent by its corporate secretary; (iv) a certificate of good standing for Parent dated no earlier than ten days prior to the Closing Date and (v) incumbency certificates dated as of the Closing Date executed on behalf of Parent by its corporate secretary certifying the signature and office of each officer executing this Agreement, the Company Stockholder Voting Agreement or any other agreement, certificate or other instrument executed pursuant hereto.
Secretaries' Certificates. VFL shall have delivered to Purchaser a certificate of the secretary or assistant secretary of VFL, dated as of the Closing Date, as to the resolutions of the Board of Directors of VFL authorizing the execution, delivery and performance of this Agreement and the Related Agreements, as to the status and signature of each of its officers who executed and delivered this Agreement and such Related Agreements and any other document delivered by it in connection with the transactions contemplated by this Agreement and the Related Agreements, and as to its due incorporation, existence and good standing.
Secretaries' Certificates. Purchaser shall have delivered to VFL a certificate of the secretary or assistant secretary of such Purchaser, dated as of the Closing Date, as to the resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the Related Agreements, as to the status and signature of each of its officers who executed and delivered this Agreement and such Related Agreements and any other document delivered by it in connection with the transactions contemplated by this Agreement and the Related Agreements, and as to its due incorporation, existence and good standing.
Secretaries' Certificates. The Agent and each Lender shall have received a certificate dated as of the Amendment Effective Date from the Secretary or an Assistant Secretary of the Borrower and each Guarantor, in form and substance satisfactory to the Lenders, certifying: (i) that the articles or certificate of incorporation delivered to the Agent and each Lender in connection with the closing of the Original Credit Agreement or the First Amended and Restated Credit Agreement, as the case may be, are in full force and effect on the Amendment Effective Date and have not been amended since December 17, 1996 or March 30, 1998, as the case may be (or if such articles or certificate of incorporation have been amended thereafter, that attached thereto is a copy of such articles or certificate of incorporation and all amendments thereto, certified as of a recent date by the Secretary of State (or other equivalent officer) of the relevant state of incorporation, which documents have not been amended since such date of certification); (ii) that the bylaws delivered to the Agent and each Lender in connection with the closing of the Original Credit Agreement or the First Amended and Restated Credit Agreement, as the case may be, are in full force and effect on the Amendment Effective Date and have not been amended since December 17, 1996 or March 30, 1998, as the case may be (or if such bylaws have been amended thereafter, that attached thereto is a copy of such bylaws and all amendments thereto); (iii) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors and stockholders (if necessary) of such corporation, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, as applicable; and (iv) as to the incumbency and genuineness of the signature of each officer of such corporation executing this Agreement or any of the other Loan Documents and authorized to request any Borrowing, as applicable. The Agent and each Lender shall also have received a similar certificate dated as of the Amendment Effective Date from the General Partner of each Subsidiary that is a limited partnership or a limited liability company, as the case may be, in form and substance satisfactory to the Agent.
Secretaries' Certificates. Each Seller shall have delivered to Purchaser a certificate of the secretary or assistant secretary of such Seller, dated as of the Closing Date, as to the resolutions of the Board of Directors (or other similar governing body) of such Seller authorizing the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party, as to the status and signature of each of its officers who executed and delivered this Agreement and such Related Agreements and any other document delivered by it in connection with the transactions contemplated by this Agreement and the Related Agreements and, as to the Purchased Companies, a certificate of the secretary or assistant secretary of each such Purchased Company as to such Purchased Company’s charter and by-laws (or equivalent documents) (certified, in the case of such charter, by the applicable Governmental Entity) and as to its due organization and existence.
Secretaries' Certificates. Each of Purchaser and the Purchaser Affiliates shall have delivered to LNC a certificate of the secretary or assistant secretary of such Purchaser or Purchaser Affiliate, dated as of the Closing Date, as to the resolutions of the Board of Directors (or other similar governing body) of such Purchaser or Purchaser Affiliate authorizing the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party, as to the status and signature of each of their officers who executed and delivered this Agreement and such Related Agreements and any other document delivered by it in connection with the transactions contemplated by this Agreement and the Related Agreements and as to its due incorporation, existence and good standing.
Secretaries' Certificates. A certificate executed by Helicon and BII, dated as of the Closing Date, (1) certifying that the resolutions, as attached to said certificate, were duly adopted by BII, on its own behalf and in its capacity as the general partner of Helicon, as the case may be, authorizing and approving the execution by such party of this Agreement and the other Transaction Documents to which such party is a party and the consummation of the transactions contemplated hereby and thereby and that such resolutions remain in full force and effect; and (2) providing, as attachments thereto, Certificates of Good Standing for Helicon and each of the other Helicon Companies certified by an appropriate state official of the State of their organization, all certified by such state officials as of a date not more than fifteen days before the Closing Date.
Secretaries' Certificates. At the Closing, the Stockholder and del Caribe shall have delivered to Buyers a certificate dated as of the Closing Date certifying to the effect of Section 6.2(a) signed by the respective Secretaries of the Stockholder and del Caribe.
Secretaries' Certificates. At the Closing, Mirant and Buyers shall have delivered to the Stockholder a certificate dated as of the Closing Date certifying to the effect of Section 6.3(a) signed by the respective Secretaries of Mirant and Buyers.
