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

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person (other than the Parent Guarantor) and (ii) a certificate, dated as of the Closing Date, duly executed and delivered by a Responsible Officer of such Person, as to: (x) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document, the Transactions to be executed and delivered by such Person and any documents and notices to be signed and/or dispatched by such Person under or in connection with any of the Loan Documents or in connection with the Transactions; (y) 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 and delivered by such Person; and (z) the full force and validity 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 until they shall have received a further certificate of a Responsible Officer of any such Person cancelling or amending the prior certificate of such Person. The resolutions of the Board of the Parent Guarantor referred to the above in this clause (a) shall certify, pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organic Documents of the Parent Guarantor, have been duly obtained for, amongst other things, the Transactions.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Tranche 3 Borrowing Date, for each such Person (other than the Parent Guarantor) and (ii) a certificate, dated as of the Closing Tranche 3 Borrowing Date, duly executed and delivered by a Responsible Officer of such Person, Person as to: (x) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery Borrowing on the Tranche 3 Borrowing Date and performance of each Loan Document, the any other Transactions to be executed and delivered consummated by such Person and any documents and notices to be signed and/or dispatched by such Person under or in connection with any of the Loan Documents or in connection with the Transactions; (y) Borrowing of 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 and delivered by such PersonTranche 3 Loans; and (zy) the full force and validity of each Organic Document of such Person and (A) copies thereofthereof or (B) a statement that copies thereof have not been amended or otherwise modified since the Closing Date; 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 a Responsible Officer of any such Person cancelling or amending the prior certificate of such Person. The resolutions of the Board of the Parent Guarantor referred to the above in this clause (a) shall certify, pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organic Documents of the Parent Guarantor, have been duly obtained for, amongst other things, the Transactions.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Tranche 2 Borrowing Date, for each such Person (other than the Parent Guarantor) and (ii) a certificate, dated as of the Closing Tranche 2 Borrowing Date, duly executed and delivered by a Responsible Officer of such Person, Person as to: (x) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery Borrowing on the Tranche 2 Borrowing Date and performance of each Loan Document, the any other Transactions to be executed and delivered consummated by such Person and any documents and notices to be signed and/or dispatched by such Person under or in connection with any of the Loan Documents or in connection with the Transactions; (y) Borrowing of 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 and delivered by such PersonTranche 2 Loans; and (zy) the full force and validity of each Organic Document of such Person and (A) copies thereofthereof or (B) a statement that copies thereof have not been amended or otherwise modified since the Closing Date; 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 a Responsible Officer of any such Person cancelling or amending the prior certificate of such Person. The resolutions of the Board of the Parent Guarantor referred to the above in this clause (a) shall certify, pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organic Documents of the Parent Guarantor, have been duly obtained for, amongst other things, the Transactions.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Effective Date, for each such Person (other than the Parent Israeli Guarantor) and (ii) a certificate, dated as of the Closing Effective Date, duly executed and delivered by a Responsible Officer of such Person, as to: (x) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document, the Transactions Document to be executed and delivered by such Person and the Transactions to be entered by such Person and any documents and notices to be signed and/or dispatched by such Person under or in connection with any of the Loan Documents or in connection with the Transactions; (y) 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 and delivered by such Person; and (z) the full force and validity 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 until they shall have received a further certificate of a Responsible Officer of any such Person cancelling or amending the prior certificate of such Person. The resolutions of the Board of the Parent Israeli Guarantor referred to the above in this clause (ab) shall certify, pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organic Documents of the Parent Israeli Guarantor, have been duly obtained for, amongst other things, the Transactions.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Tranche 3 Borrowing Date, for each such Person (other than the Parent Israeli Guarantor) and (ii) a certificate, dated as of the Closing Tranche 3 Borrowing Date, duly executed and delivered by a Responsible Officer of such Person, Person as to: (x) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery Borrowing on the Tranche 3 Borrowing Date and performance of each Loan Document, the any other Transactions to be executed and delivered consummated by such Person and any documents and notices to be signed and/or dispatched by such Person under or in connection with any of the Loan Documents or in connection with the Transactions; (y) Borrowing of 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 and delivered by such PersonTranche 3 Loans; and (zy) the full force and validity of each Organic Document of such Person and (A) copies thereofthereof or (B) a statement that copies thereof have not been amended or otherwise modified since the Effective Date; 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 a Responsible Officer of any such Person cancelling or amending the prior certificate of such Person. The resolutions of the Board of the Parent Israeli Guarantor referred to the above in this clause (a) shall certify, pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organic Documents of the Parent Israeli Guarantor, have been duly obtained for, amongst other things, the TransactionsTransactions contemplated to occur in connection with the Borrowing of the Tranche 3 Loans.