Common use of Secretary’s Certificate of the Company Clause in Contracts

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Appears in 16 contracts

Samples: Note Purchase Agreement (Stepan Co), Note Purchase Agreement (Stepan Co), Stepan Company Note Purchase Agreement (Stepan Co)

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Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

Appears in 12 contracts

Samples: Note Purchase Agreement (Terreno Realty Corp), Note Purchase Agreement (Terreno Realty Corp), Agreement (W. P. Carey Inc.)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the Closing Date, certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Appears in 4 contracts

Samples: Note Purchase Agreement (Myers Industries Inc), Proquest Co, Note Purchase Agreement (Philadelphia Suburban Corp)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the Closing Datedate of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Appears in 4 contracts

Samples: Subsidiary Guaranty Agreement (Littelfuse Inc /De), Note Purchase Agreement (Littelfuse Inc /De), Note Purchase Agreement (Stericycle Inc)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the Closing Date, certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Appears in 4 contracts

Samples: Note Purchase Agreement (Evans Bob Farms Inc), Note Purchase Agreement (Jackson Hewitt Tax Service Inc), Jackson Hewitt Tax Service Inc

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing DateExecution Date and the date of the Closing, as the case may be, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this the Agreement.

Appears in 4 contracts

Samples: Note Purchase Agreement (Teledyne Technologies Inc), Note Purchase Agreement (Teledyne Technologies Inc), Agreement (Teledyne Technologies Inc)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate with respect to the Company, dated the Closing Datedate of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement, (ii) the incumbency of the authorized signatories of the Company executing this Agreement and (iii) the Company’s organizational documents as then in effect.

Appears in 3 contracts

Samples: Note Purchase Agreement (Lineage, Inc.), Note Purchase Agreement (Lineage, Inc.), Note Purchase Agreement (Lineage, Inc.)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of the Closing, certifying as to (1) the resolutions attached thereto and other corporate limited partnership proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (2) the Company’s organizational documents as then in effect.

Appears in 3 contracts

Samples: Note Purchase Agreement (Invitation Homes Inc.), Accession Agreement (Hudson Pacific Properties, L.P.), Note Purchase Agreement (Kite Realty Group, L.P.)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of the Closing, certifying as to (i) the resolutions attached thereto and other corporate partnership proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (Kilroy Realty, L.P.), Note Purchase Agreement (Kilroy Realty, L.P.)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of the Closing, certifying as to (1) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (2) the Company’s organizational documents as then in effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (Resmed Inc), Subsidiary Guaranty Agreement (Otter Tail Corp)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser you a certificate, dated the Closing Date, certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Appears in 2 contracts

Samples: Note Purchase Agreement (Chalone Wine Group LTD), Seaboard Corp /De/

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the Closing Datedate of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement, (ii) the Company’s organizational documents, as then in effect, and (iii) a good standing certificate issued by the Secretary of State (or similar governmental official) of the Company’s jurisdiction of incorporation as of a recent date thereof.

Appears in 2 contracts

Samples: Master Note Agreement (Stepan Co), Defined Terms (Stepan Co)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the Closing Funding Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series A Notes and this Agreement.

Appears in 2 contracts

Samples: Note Purchase Agreement (Stepan Co), Note Purchase Agreement (Stepan Co)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series 2015-1 Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (National Health Investors Inc), Note Purchase Agreement (National Health Investors Inc)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series A Notes and this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Sigma Aldrich Corp), Note Purchase Agreement (Old Dominion Freight Line Inc/Va)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series 2007A Notes and this Agreement.

Appears in 2 contracts

Samples: Note Purchase Agreement (Regal Beloit Corp), Subsidiary Guaranty Agreement (Eagle Materials Inc)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the such Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Appears in 2 contracts

Samples: Note Purchase and Private Shelf Agreement (Schawk Inc), Note Purchase and Private Shelf Agreement (Schawk Inc)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings of the Company relating to the authorization, execution and delivery of the Notes and this Agreement.

Appears in 2 contracts

Samples: Note Purchase Agreement (Intercontinentalexchange Inc), Note Purchase Agreement (Intercontinentalexchange Inc)

Secretary’s Certificate of the Company. The Company shall have delivered to such the Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

Appears in 1 contract

Samples: Gas Natural Inc.

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser Buyer a certificate, dated certificate executed by the Secretary of the Company certifying (i) the resolutions duly adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby; and (ii) the Charter Documents as in effect immediately prior to the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreementincluding all amendments thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (360 Global Wine Co)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser you a certificate, dated the Closing Date, certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, this Agreement and this Agreementthe Collateral Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Chalone Wine Group LTD)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser you a certificate, dated the Closing Date, certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this the Agreement.

Appears in 1 contract

Samples: Assignment, Assumption and Amendment Agreement (RPM Inc/Oh/)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or an Assistant Secretary, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series 2006-A Notes and this Agreement.

Appears in 1 contract

Samples: Note Purchase Agreement (Diebold Inc)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

Appears in 1 contract

Samples: Note Purchase Agreement (Equity One, Inc.)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the Closing Date, certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series 2003-A Notes and this Agreement.

Appears in 1 contract

Samples: Note Purchase Agreement (Insituform Technologies Inc)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of such Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series 2020 Notes and this Agreement.

Appears in 1 contract

Samples: Note Purchase Agreement (Azz Inc)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series 2011A Notes and this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (International Speedway Corp)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or an Assistant Secretary, dated the Closing Date, certifying as to (1) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (2) the Company’s organizational documents as then in effect.

Appears in 1 contract

Samples: Note Purchase Agreement (G&k Services Inc)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series 2008A Notes and this Agreement.

Appears in 1 contract

Samples: Note Purchase Agreement (Cleveland Cliffs Inc)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series A Notes and this Agreement.. Xxx Xxxxxxxx Freight Line, Inc. Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (Old Dominion Freight Line Inc/Va)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of the Closing, certifying as to (1) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, this Agreement and this Agreementthe other Transaction Documents to which it is a party and (2) the Company’s organizational documents as then in effect.

Appears in 1 contract

Samples: Note Purchase Agreement (Copart Inc)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series 2006-A Notes and this Agreement.

Appears in 1 contract

Samples: Note Purchase Agreement (Hni Corp)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Appears in 1 contract

Samples: Note Purchase Agreement (West Pharmaceutical Services Inc)

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Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the Closing Date, certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.. Xxxxx Industries, Inc. Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (Myers Industries Inc)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser you a certificate, dated the Closing Date, certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, the Agreements and this Agreementthe Existing Mortgages.

Appears in 1 contract

Samples: Note Purchase Agreement (American Crystal Sugar Co /Mn/)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the Closing Date, certifying as to the resolutions attached thereto Dentsply International Inc. Note Purchase Agreement and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Appears in 1 contract

Samples: Note Purchase Agreement (Dentsply International Inc /De/)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series 2012A Notes and this Agreement.

Appears in 1 contract

Samples: Note Purchase Agreement (International Speedway Corp)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or an Assistant Secretary, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Appears in 1 contract

Samples: Note Purchase Agreement (Amcol International Corp)

Secretary’s Certificate of the Company. The Company shall have delivered to such each Purchaser a certificate, dated the Closing Date, certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Notes, the Agreements and this Agreementthe Security Documents.

Appears in 1 contract

Samples: Note Purchase and Guarantee Agreement (Resortquest International Inc)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of the Closing, certifying as to (1) the resolutions attached thereto and other corporate trust proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (2) the Company’s organizational documents as then in effect.

Appears in 1 contract

Samples: Note Purchase Agreement (Epr Properties)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, certificate dated the date of such Closing Date, Day certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and other documents in connection therewith, the certificate of incorporation and by-laws attached therewith and the incumbency and specimen signatures of the officers executing this Agreement and authorized to execute the Notes.

Appears in 1 contract

Samples: Guaranty Agreement (Schneider National, Inc.)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary, an Assistant Secretary or another appropriate person, dated the Closing Datedate of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes to be issued by it at the Closing and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

Appears in 1 contract

Samples: Note Purchase Agreement (DENTSPLY SIRONA Inc.)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of such Closing, certifying as to (1) the resolutions attached thereto and other corporate limited partnership proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (2) the Company’s organizational documents as then in effect.

Appears in 1 contract

Samples: Note Purchase Agreement (Hudson Pacific Properties, L.P.)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes Loan Documents to which the Company is a party and this Agreementwhich are executed and delivered on the date hereof or at the Closing and (ii) the Company’s organizational documents as then in effect.

Appears in 1 contract

Samples: Note Purchase Agreement (Covance Inc)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of such Closing, certifying as to (i) the resolutions attached thereto and other corporate partnership proceedings relating to the authorization, execution and delivery of the Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

Appears in 1 contract

Samples: General Partner Guaranty Agreement (Kilroy Realty, L.P.)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser Holder a certificatecertificate of its Secretary, an Assistant Secretary or other duly authorized officer, dated the Closing Effective Date, certifying as to (1) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement and the amendment and restatement of the Existing Notes and this Agreement(2) the Company’s organizational documents as then in effect.

Appears in 1 contract

Samples: Parent Guaranty Agreement (Cintas Corp)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Appears in 1 contract

Samples: Azz Incorporated (Azz Inc)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series 2011A Notes and this Agreement.

Appears in 1 contract

Samples: Note Purchase Agreement (Azz Inc)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement, the Notes and this Agreementeach Security Document to which it is a party.

Appears in 1 contract

Samples: Egl Inc

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of the Closing, certifying as to (1) the resolutions attached thereto and other corporate limited liability company proceedings relating to the authorization, execution and delivery of the Notes Notes, this Agreement and this Agreementeach Security Document to which it is a party and (2) the Company’s organizational documents as then in effect.

Appears in 1 contract

Samples: Intercreditor and Collateral Agency Agreement (Macquarie Infrastructure CO LLC)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series 2011A Notes and this Agreement.

Appears in 1 contract

Samples: Subsidiary Guaranty Agreement (Molex Inc)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of such Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Appears in 1 contract

Samples: Guaranty Agreement (Plexus Corp)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series 2012-A Notes and this Agreement.

Appears in 1 contract

Samples: Security Agreement (CAI International, Inc.)

Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificatecertificate of its Secretary or Assistant Secretary, dated the Closing Datedate of Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Initial Notes and this AgreementAgreement and (ii) the Company’s organizational documents as then in effect.

Appears in 1 contract

Samples: Hecla Mining Company (Hecla Mining Co/De/)

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