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

Secretary’s Certificate, Etc. The Agent shall have received from each Obligor party to a Loan Document on the Closing Date: (i) a copy of a good standing certificate or the equivalent thereof (to the extent such concepts are recognized in such jurisdictions as are applicable), 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, general partner or equivalent, as to: (A) 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; (B) the incumbency and signatures of those of its officers, managing member or general partner or equivalent authorized to act with respect to each Loan Document to be executed and delivered by such Person; and (C) true and complete copies of each Organic Document of such Person and copies thereof; which certificates the Agent and the Lenders may conclusively rely upon until they shall have received a further certificate of the 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 Agent Lender shall have received from each Obligor party to a Loan Document on the Closing Date: Obligor, (i) a copy of a good standing certificate or the equivalent thereof (to the extent such concepts are recognized in such jurisdictions as are applicable)certificate, dated a date reasonably close to the Closing Bridge Loan Effective Date, for each such Person; and Person and (ii) a certificate, dated as of the Closing Bridge Loan Effective Date, duly executed and delivered by such Person’s secretary Secretary or assistant secretaryAssistant Secretary, managing membermember or general partner, general partner or equivalentas applicable, as to: (Aa) resolutions of each such Person’s Board board of directors (or equivalent managing body, in the case of a Person that is not a corporation) then in full force and effect authorizing the execution, delivery and performance of each Loan Document and the Transactions, this Agreement to be executed and delivered by such PersonPerson and the transactions contemplated hereby and thereby; (Bb) the incumbency and signatures of those of its officers, managing member or general partner or equivalent partner, as applicable, authorized to act with respect to each Loan Document this Agreement to be executed and delivered by such PersonPerson (each an “Authorized Officer”); and (Cc) true the full force and complete copies validity of each Organic Document of such Person and copies thereof; upon which certificates the Agent and the Lenders Lender may conclusively rely upon until they it shall have received a further certificate of the secretarySecretary, assistant secretaryAssistant Secretary, managing membermember or general partner, general partner or equivalent as applicable, 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 the Borrower and each Obligor Subsidiary party to a Loan Document on the Closing Date: Document, (i) a copy of a good standing certificate or the equivalent thereof (to the extent such concepts are recognized in such jurisdictions as are applicable)certificate, dated a date reasonably close to the Amendment and Restatement Closing Date, for each such Person in such Person; and ’s jurisdiction of formation and (ii) a certificate, dated as of the Amendment and Restatement Closing Date, duly executed and delivered by such Person’s secretary Secretary or assistant secretaryAssistant Secretary, managing membermember or general partner, general partner or equivalentas applicable, as to: (Aa) resolutions of each such Person’s Board board of directors (or other managing body, in the case of other than a corporation) and any other corporate resolutions required by applicable Law or pursuant to such Person’s Organic Documents, each of which shall be then in full force and effect effect, authorizing the execution, delivery and performance of each Loan Document and the Transactions, to be executed and delivered by such PersonPerson and the transactions contemplated hereby and thereby; (Bb) the incumbency and signatures of those of its officers, managers, managing member or general partner or equivalent partner, as applicable, authorized to act with respect to each Loan Document to be executed and delivered by such Person; and (Cc) true and complete copies of each Organic Document of such Person being in full force and effect, and attaching copies thereof; upon which certificates the Administrative Agent and the Lenders each Lender may conclusively rely upon until they it shall have received a further certificate of the secretarySecretary, assistant secretaryAssistant Secretary, managing membermember or general partner, general partner or equivalent as applicable, of any such Person cancelling canceling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. The Agent shall have received from each Obligor party to a Loan Document on the Closing Date: Credit Party (ix) a copy of a good standing certificate or the equivalent thereof (to the extent such concepts are recognized concept it applicable in such jurisdictions as are applicableany relevant jurisdiction), dated a date reasonably close to the Closing Date, for each such Person; and Person and (iiy) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s secretary Secretary, Assistant Secretary, or assistant secretaryother Authorized Officer, director, managing membermember or general partner, general partner or equivalentas applicable, as to: (Ai) resolutions of each such Person’s Board 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 and the Transactions, to be executed and delivered by such PersonPerson and the transactions contemplated hereby and thereby; (Bii) the incumbency and signatures of those of its officers, managing member or general partner or equivalent partner, as applicable, authorized to act with respect to each Loan Document to be executed and delivered by such Person; and; (Ciii) true the full force and complete copies validity of each Organic Document of such Person and copies thereof; and (iv) certifying that each copy document relating to it specified in this Section 5.1(a) is correct, complete and in full force and effect and has not been amended or superseded as at the date no earlier than the Closing Date; in each case, upon which certificates the Agent and the Lenders may conclusively rely upon until they it shall have received a further certificate of the secretarySecretary, assistant secretaryAssistant Secretary, director, managing membermember or general partner, general partner or equivalent as applicable, of any such Person cancelling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. The Agent shall have received from each Obligor party to a Loan Document on the Closing Date: Credit Party (ix) a copy of a good standing certificate or the equivalent thereof (to the extent such concepts are recognized concept it applicable in such jurisdictions as are applicableany relevant jurisdiction), dated a date reasonably close to the Closing Second Amendment Effective Date, for each such Person; and Person and (iiy) a certificate, dated as of the Closing Second Amendment Effective Date, duly executed and delivered by such Person’s secretary Secretary, Assistant Secretary, or assistant secretaryother Authorized Officer, director, managing membermember or general partner, general partner or equivalentas applicable, as to: (Ai) resolutions of each such Person’s Board 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 and the Transactions, to be executed and delivered by such PersonPerson and the transactions contemplated hereby and thereby; (Bii) the incumbency and signatures of those of its officers, managing member or general partner or equivalent partner, as applicable, authorized to act with respect to each Loan Document to be executed and delivered by such Person; and; (Ciii) true the full force and complete copies validity of each Organic Document of such Person and copies thereof; and (iv) certifying that each copy document relating to it specified in this Section 4.1(b) is correct, complete and in full force and effect and has not been amended or superseded as at the date no earlier than the Second Amendment Effective Date; in each case, upon which certificates the Agent and the Lenders may conclusively rely upon until they it shall have received a further certificate of the secretarySecretary, assistant secretaryAssistant Secretary, director, managing membermember or general partner, general partner or equivalent as applicable, 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 party to a Loan Document on the Closing Date: (i) a copy of a good standing certificate or the equivalent thereof (to the extent such concepts are recognized in such jurisdictions as are applicable)thereof, dated a date reasonably close to the Closing Date, for each such Person; 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, general partner or equivalent, as to: (A) 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; (B) the incumbency and signatures of those of its officers, managing member or general partner or equivalent authorized to act with respect to each Loan Document to be executed and delivered by such Person; and (C) true and complete copies of each Organic Document of such Person and copies thereof; 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 upon until they shall have received a further certificate of the 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 party to a Loan Document on the Closing Date: (i) a copy of a good standing certificate (or the equivalent thereof (to the extent such concepts are recognized in such jurisdictions as are applicablethereof), dated a date reasonably close to the Closing Date, for each such Person; Person and (ii) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s secretary or secretary, assistant secretary, managing member, general partner or equivalent, as to: (A) 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 PersonPerson and the Transactions; (B) the incumbency and signatures of those of its officers, managing member or general partner or equivalent authorized to act with respect to each Loan Document to be executed and delivered by such Person; and (C) true and complete copies of each Organic Document of such Person and copies thereof; 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 upon until they shall have received a further certificate of the 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 and the Lenders shall have received from the Borrower and each Obligor Subsidiary party to a Loan Document on the Closing Date: an Investment Document, (i) a copy of a good standing certificate or the equivalent thereof (to the extent such concepts are recognized in such jurisdictions as are applicable)certificate, dated a date reasonably close to the Closing Date, for each such Person; and Person and (ii) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s secretary Secretary or assistant secretaryAssistant Secretary, managing membermember or general partner, general partner or equivalentother Authorized Officer, as applicable, as to: (Aa) resolutions of each such Person’s Board board of directors or a duly authorized committee thereof (or other managing body, in the case of a Person other than a corporation) and any other corporate resolutions required by applicable Law or pursuant to such Person’s Organic Documents, each of which shall be then in full force and effect authorizing the execution, delivery and performance of each Loan Investment Document and the Transactions, to be executed and delivered by such PersonPerson and the transactions contemplated hereby and thereby; (Bb) the incumbency and signatures of those of its officers, managers, managing member or general partner or equivalent partner, as applicable, authorized to act with respect to each Loan Investment Document to be executed and delivered by such Person; and (Cc) true the full force and complete copies validity of each Organic Document of such Person and copies thereof; upon which certificates the Administrative Agent and the Lenders each Lender may conclusively rely upon until they it shall have received a further certificate of the secretarySecretary, assistant secretaryAssistant Secretary, managing membermember or general partner, general partner or equivalent as applicable, of any such Person cancelling canceling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from Holdings, the Borrower and each Obligor Subsidiary party to a Loan Document on the Closing Date: Document, (i) a copy of a good standing certificate or the equivalent thereof (to the extent such concepts are recognized in such jurisdictions as are applicable)certificate, dated a date reasonably close to the Closing Restatement Date, for each such Person; and Person and (ii) a certificate, dated as of the Closing Restatement Date, duly executed and delivered by such Person’s secretary Secretary or assistant secretaryAssistant Secretary, managing membermember or general partner, general partner or equivalentas applicable, as to: (Aa) 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 and the Transactions, to be executed and delivered by such PersonPerson and the transactions contemplated hereby and thereby; (Bb) the incumbency and signatures of those of its officers, managing member or general partner or equivalent partner, as applicable, authorized to act with respect to each Loan Document to be executed and delivered by such Person; and (Cc) true the full force and complete copies validity of each Organic Document of such Person and copies thereof; upon which certificates the Administrative Agent and the Lenders may conclusively rely upon until they it shall have received a further certificate of the secretarySecretary, assistant secretaryAssistant Secretary, managing membermember or general partner, general partner or equivalent as applicable, of any such Person cancelling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. The Agent Lender shall have received from each Obligor Loan Party and its respective Subsidiaries party to a Loan Document on the Closing Date: Document, (i) a copy of a good standing certificate or the equivalent thereof (to the extent such concepts are recognized in such jurisdictions as are applicable)certificate, dated a date reasonably close to the Second Closing Effective Date, for each such Person; and Person and (ii) a certificate, dated as of the Second Closing Effective Date, duly executed and delivered by such Person’s secretary Secretary or assistant secretaryAssistant Secretary, managing membermember or general partner, general partner or equivalentas applicable, as to: (Aa) resolutions of each such Person’s Board 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 and the Transactions, to be executed and delivered by such PersonPerson and the transactions contemplated hereby and thereby; (Bb) the incumbency and signatures of those of its officers, managing member or general partner or equivalent partner, as applicable, authorized to act with respect to each Loan Document to be executed and delivered by such Person; and (Cc) true the full force and complete copies validity of each Organic Document of such Person and copies thereof; upon which certificates the Agent and the Lenders Lender may conclusively rely upon until they it shall have received a further certificate of the secretarySecretary, assistant secretaryAssistant Secretary, managing membermember or general partner, general partner or equivalent as applicable, of any such Person cancelling or amending the prior certificate of such Person.