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

Secretary’s Certificate, Etc. The Lender shall have received from each Loan Party, (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to: (a) resolutions of each such Person’s board of directors (or other managing body, in the case of other than a corporation) 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 contemplated hereby and thereby; and (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; upon which certificates the Lender may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person cancelling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. The Lender shall have received received: (a) from each Loan PartyU.S. Obligor, (i) a copy of a good standing certificate, dated a date reasonably close to the Closing DateDate from its jurisdiction of formation, for each such Person and (iib) from each Credit Obligor party to a Loan Document, a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Director, Secretary or Assistant Secretary, managing member or general partner, as applicable, as to:to (in its capacity as director or officer): (a) resolutions of each such Person’s board Board of directors Directors (or other managing body, in the case of other than a corporation) 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 contemplated hereby and thereby; and; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates the Lender may conclusively rely until it shall have received a further certificate of the Director, Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person cancelling canceling or amending the prior certificate of such Person.