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

Secretary’s Certificate, Etc. Unless the Borrower certifies to the Agent in the certificate delivered pursuant to clause (c) below that the certificates delivered pursuant to Section 6.01(a) may be relied upon as of the Tranche 2 Borrowing Date as if delivered, dated and effective as of such date, the Agent shall have received from each Obligor party to a Loan Document on the Tranche 2 Borrowing Date: (i) a copy of a good standing certificate or the equivalent thereof, dated a date reasonably close to the Tranche 2 Borrowing Date, for each such Person and (ii) a certificate, dated as of the Tranche 2 Borrowing 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 (or a statement as to no change or loss of force or effect since the Closing Date), or that the resolutions of such Person’s Board that were delivered pursuant to Section 6.01(a) remain in full force in effect on the Tranche 2 Borrowing Date, and that such Person’s Board has not passed any other resolutions relating to the Transactions since the Closing Date; (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 (or a statement as to no change or loss of force or effect since the Closing Date); and (C) true and complete copies of each Organic Document of such Person and copies thereof or that the Organic Documents delivered pursuant to Section 6.01(a) remain in full force and effect on the Tranche 2 Borrowing Date; which certificates shall be in form and substance reasonably satisfactory to the Agent.

Secretary’s Certificate, Etc. Unless The Administrative Agent and the Borrower certifies to the Agent in the certificate delivered pursuant to clause (c) below that the certificates delivered pursuant to Section 6.01(a) may be relied upon as of the Tranche 2 Borrowing Date as if delivered, dated and effective as of such date, the Agent Lenders shall have received from the Borrower and each Obligor Guarantor party to a Loan Document on the Tranche 2 Borrowing Date: an Investment Document, (i) a copy of a good standing certificate (or any equivalent document in the equivalent thereofjurisdiction of incorporation of the relevant Person), dated a date reasonably close to the Tranche 2 Borrowing Closing Date, for each such Person and and (ii) a certificate, dated as of the Tranche 2 Borrowing 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 Person (or a statement as to no change or loss of force or effect since and the Closing Date), or transactions contemplated hereby and thereby; provided that the resolutions to be passed by Xxxxxx’s board of such Persondirectors and/or general shareholders’ meeting regarding the actual issuance of the Warrants and/or Parent’s Board that were delivered pursuant to Section 6.01(a) remain in full force in effect on ordinary shares upon exercise of the Tranche 2 Borrowing DateWarrants, and that such Person’s Board has not the related dis-application of the preferential subscription rights of the shareholders and holders of subscription rights of Parent, are still to be passed any other resolutions relating to the Transactions since after the Closing DateDate in accordance with applicable Law and Section 7.18; (Bb) the incumbency and signatures of those of its officers, directors, 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 (or a statement as to no change or loss of force or effect since the Closing Date)Person; and (Cc) true the full force and complete copies validity of each Organic Document of such Person and copies thereof or that the Organic Documents delivered pursuant to Section 6.01(a) remain in full force and effect on the Tranche 2 Borrowing Datethereof; upon which certificates the Administrative Agent and each Lender may conclusively rely until it shall be in form and substance reasonably satisfactory to have received a further certificate of the AgentSecretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. Unless Parent and the Borrower certifies have certified to the Agent in and the certificate Lenders that the Authority Certificates delivered on the Closing Date pursuant to clause (c) below that the certificates delivered pursuant to Section Sections 6.01(a) and (b) remain in effect and may be relied upon as of by the Tranche 2 Agent and the Lenders, which certification may be in the Borrowing Date as if delivered, dated and effective as of Notice for such dateDelayed Draw Loan, the Agent shall have received from each Obligor party to a Loan Document on the Tranche 2 applicable Delayed Draw Borrowing Date: (i) a copy of a good standing certificate or the equivalent thereof, dated a date reasonably close to the Tranche 2 such Delayed Draw Borrowing Date, for each such Person and (ii) a certificate, dated as of the Tranche 2 such Delayed Draw Borrowing Date, duly executed and delivered by such Person’s secretary or assistant secretary, managing member, director, 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 (or a statement as to no change or loss of force or effect since the Closing Date), or that the resolutions of such Person’s Board that were delivered pursuant to Section 6.01(a) remain in full force in effect on the Tranche 2 Borrowing Date, and that such Person’s Board has not passed any other resolutions relating to the Transactions since the Closing Date; (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 ny-2328495 be executed and delivered by such Person (or a statement as to no change or loss of force or effect since the Closing Date); and (C) true and complete copies of each Organic Document of such Person and copies thereof or that the Organic Documents delivered pursuant to Section 6.01(a) remain in full force and effect on the Tranche 2 Borrowing Datethereof; which certificates shall be in form and substance reasonably satisfactory to the AgentAgent and upon which the Agent and the Lenders may conclusively rely until they shall have received a further certificate of the secretary, assistant secretary, managing member, director, general partner or equivalent of any such Person cancelling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. Unless the Borrower certifies to the Agent in the certificate delivered pursuant to clause (c) below that the certificates delivered pursuant to Section 6.01(a6.02(a) may be relied upon as of the Tranche 2 3 Borrowing Date as if delivered, dated and effective as of such date, the Agent shall have received from each Obligor party to a Loan Document on the Tranche 2 3 Borrowing Date: (i) a copy of a good standing certificate or the equivalent thereof, dated a date reasonably close to the Tranche 2 3 Borrowing Date, for each such Person and (ii) a certificate, dated as of the Tranche 2 3 Borrowing 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 (or a statement as to no change or loss of force or effect since the Closing Date or Tranche 2 Borrowing Date, as applicable), or that the resolutions of such Person’s Board that were delivered pursuant to Section 6.01(a) or Section 6.02(a) remain in full force in effect on the Tranche 2 3 Borrowing Date, and that such Person’s Board has not passed any other resolutions relating to the Transactions since the Closing Date; (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 (or a statement as to no change or loss of force or effect since the Closing Date or Tranche 2 Borrowing Date, as applicable); and (C) true and complete copies of each Organic Document of such Person and copies thereof thereof, or that the Organic Documents delivered pursuant to Section 6.01(a) or Section 6.02(a) remain in full force and effect on the Tranche 2 3 Borrowing Date; which certificates shall be in form and substance reasonably satisfactory to the Agent.