Common use of Secretary’s Certificate, Etc Clause in Contracts

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (x) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (y) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Responsible Officer, as to: (i) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the Transactions; (ii) the incumbency and signatures of Responsible Officers authorized to execute and deliver each Loan Document to be executed by such Person; and (iii) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the Responsible Officer of any such Person cancelling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (x) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (y) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Responsible Officer, as to: (i) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the Transactions; (ii) the incumbency and signatures of Responsible Officers authorized to execute and deliver each Loan Document to be executed by such Person; and (iii) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the Responsible Officer of any such Person cancelling or amending updating the prior certificate of such Person.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (xi) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (yii) a certificate, dated as of the Closing Date, duly executed and delivered by a Responsible Officer of each such Person’s Responsible Officer, as to: to (ix) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document and the Transactions to be executed and delivered by such Person and the Transactions; Person; (iiy) the incumbency and signatures of Responsible Officers those of its officers, managing member or general partner or equivalent authorized to execute and deliver act with respect to each Loan Document to be executed and delivered by such Person; and and (iiiz) the full force true and validity complete copies of each Organic Document of such Person and copies thereof; upon which certificates shall be were in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely upon until they shall have received a further certificate of the a Responsible Officer of any such Person cancelling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from the Borrower and each Obligor (x) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (y) Subsidiary a certificate, dated as of the Closing Date, duly executed and delivered by a Responsible Officer of each such Person’s Responsible Officer, as to: attaching (iw) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the Transactions; transactions contemplated thereby; (iix) the incumbency and signatures of Responsible Officers those of its officers, managing member or general partner or equivalent authorized to execute and deliver act as Responsible Officer with respect to each Loan Document to be executed and delivered by such Person; and (iiiy) the full force true and validity complete copies of each Organic Organizational Document of such Person and copies thereof(z) good standing certificates of such Person dated a date reasonably close to the Closing Date; upon which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the a Responsible Officer of any such Person cancelling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. The Administrative Agent and each Lender shall have received from each Obligor (x) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (y) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Responsible Officer, as to: (i) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document and the Warrants to be executed by such Person (as applicable) and the Transactions; (ii) the incumbency and signatures of Responsible Officers authorized to execute and deliver each Loan Document to be executed by such Person; and (iii) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the Responsible Officer of any such Person cancelling or amending updating the prior certificate of such Person.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (x) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (y) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Responsible Officer, as to: (i) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the Transactions; (ii) the incumbency and signatures of Responsible Officers authorized to execute and deliver each Loan Document to be executed by such Person; and (iii) the full force and validity of each Organic Document of such Person and copies thereof; upon , which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the Responsible Officer of any such Person cancelling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (x) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (y) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Responsible Officer, as to: (i) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the Transactions; (ii) the incumbency and signatures of Responsible Officers authorized to execute and deliver each Loan Document to be executed by such Person; andand ​ ​ (iii) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the Responsible Officer of any such Person cancelling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. The Administrative Agent Buyer shall have received from each Obligor the Seller (x) a copy of a good standing certificate, dated a date reasonably close to the Closing Effective Date, for each such Person the Seller and (y) a certificate, dated as of the Closing Effective Date, duly executed and delivered by such Personthe Seller’s Responsible Officer, as to: (i) resolutions of each such Personthe Seller’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Transaction Document to be executed by such Person the Seller and the Transactions; (ii) the incumbency and signatures of Responsible Officers authorized to execute and deliver each Loan Transaction Document to be executed by such Personthe Seller; and (iii) the full force and validity of each Organic Document of such Person the Seller and copies thereof; upon which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent Buyer and upon which the Administrative Agent and the Lenders Buyer may conclusively rely until they shall have received a further certificate of the Responsible Officer of any such Person cancelling or amending updating the prior certificate of such Person.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (x) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (y) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Responsible Officersecretary or assistant secretary, managing member, general partner or equivalent, as to: (i) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the Transactions; (ii) the incumbency and signatures of each Responsible Officers Officer authorized to execute and deliver each Loan Document to be executed by such Person; and (iii) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the Responsible Officer secretary, assistant secretary, managing member, general partner or equivalent of any such Person cancelling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (x) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person (other than Visionology, Inc.) and (y) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Responsible Officer, as to: (i) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the Transactions; (ii) the incumbency and signatures of Responsible Officers authorized to execute and deliver each Loan Document to be executed by such Person; and (iii) the full force and validity of each Organic Document of such Person and copies thereof; upon , which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the Responsible Officer of any such Person cancelling or amending updating the prior certificate of such Person.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (x) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (y) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Responsible Officer, as to: (i) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the Transactions; (ii) the incumbency and signatures of Responsible Officers authorized to execute and deliver each Loan Document to be executed by such Person; and (iii) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the Responsible Officer of -72- 4882-5123-7900 v.12 any such Person cancelling or amending the prior certificate of such Person.. -73- 4882-5123-7900 v.12

Secretary’s Certificate, Etc. The Administrative Agent Lender shall have received from each Obligor Loan Party (x) a copy of a good standing certificatecertificate (or local equivalent), dated a date reasonably close to the Closing Datedate of this Agreement, for each such Person and (y) a certificate, dated as of the Closing Datedate of this Agreement, duly executed and delivered by an authorized officer of such Person’s Responsible Officer, as to: (i) resolutions of each such Person’s Board board or other governing body then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the Transactionstransactions provided hereunder; (ii) the incumbency and signatures of Responsible Officers the persons authorized to execute and deliver each Loan Document to be executed by such Person; and (iii) the full force and validity of each Organic Document organizational document of such Person and copies thereof; upon which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent Lender and upon which the Administrative Agent and the Lenders Lender may conclusively rely until they it shall have received a further certificate of the Responsible Officer an authorized officer of any such Person cancelling or amending updating the prior certificate of such Person.