Common use of Secretary’s Certificates Clause in Contracts

Secretary’s Certificates. The Agent shall have received a certificate from each Credit Party, dated the Closing Date and signed by the Secretary or an Assistant Secretary of such Credit Party, certifying (a) that the attached copies of the Organization Documents of such Credit Party, as the case may be, (or other applicable organizational or constituent documents), and resolutions of the Board of Directors (or other applicable authority) of such Credit Party approving the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby are all true, complete and correct and remain unamended and in full force and effect, and (b) the incumbency and specimen signature of each officer of such Credit Party executing any Transaction Document to which it is a party or any other document delivered in connection herewith and therewith on behalf of such Credit Party.

Appears in 5 contracts

Samples: Securities Purchase Agreement and Security Agreement (Fusion Telecommunications International Inc), Securities Purchase Agreement and Security Agreement (Fusion Telecommunications International Inc), Securities Purchase Agreement and Security Agreement (Fusion Telecommunications International Inc)

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Secretary’s Certificates. The Agent Purchaser shall have received a certificate from each Credit Party, dated the Closing Date and signed by the Secretary or an Assistant Secretary of such Credit Party, certifying (a) that the attached copies of the Organization Documents of such Credit Party, as the case may be, (or other applicable organizational or constituent documents), and resolutions of the Board of Directors (or other applicable authority) of such Credit Party approving the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby are all true, complete and correct and remain unamended and in full force and effect, and (b) the incumbency and specimen signature of each officer of such Credit Party executing any Transaction Document to which it is a party or any other document delivered in connection herewith and therewith on behalf of such Credit Party.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Tel Instrument Electronics Corp), Securities Purchase Agreement (Tel Instrument Electronics Corp)

Secretary’s Certificates. The Collateral Agent shall have received a certificate from each Credit Loan Party, dated the Closing Date and signed by the Secretary secretary, an assistant secretary, the chief financial officer or an Assistant Secretary the chief executive officer of such Credit Loan Party, as applicable, certifying (ai) that the attached copies of the Organization Organizational Documents of such Credit Party, as the case may be, (or other applicable organizational or constituent documents), Loan Party and resolutions of the Board board of Directors (directors or other applicable authority) similar governing body of such Credit Loan Party approving the Transaction Note Documents to which it is a party and the transactions contemplated hereby and thereby Transactions are all true, complete and correct and remain unamended and in full force and effect, effect and (bii) the incumbency and specimen signature of each officer of such Credit Loan Party executing any Transaction Note Document to which it is a party or any other document delivered in connection herewith and therewith on behalf of such Credit Loan Party.

Appears in 2 contracts

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

Secretary’s Certificates. The Collateral Agent shall have received a certificate from each Credit Loan Party, dated as of the Initial Closing Date and signed by the Secretary secretary, an assistant secretary, the chief financial officer or an Assistant Secretary the chief executive officer of such Credit Loan Party, as applicable, certifying (ai) that the attached copies of the Organization Organizational Documents of such Credit Party, as the case may be, (or other applicable organizational or constituent documents), Loan Party and resolutions of the Board board of Directors (directors or other applicable authority) similar governing body of such Credit Loan Party approving the Transaction Note Documents to which it is a party and the transactions contemplated hereby and thereby Transactions are all true, complete and correct and remain unamended and in full force and effect, effect and (bii) the incumbency and specimen signature of each officer of such Credit Loan Party executing any Transaction Note Document to which it is a party or any other document delivered in connection herewith and therewith on behalf of such Credit Loan Party.

Appears in 2 contracts

Samples: Note Purchase Agreement (Neptune Wellness Solutions Inc.), Note Purchase Agreement (Neptune Wellness Solutions Inc.)

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Secretary’s Certificates. The Agent shall have received a certificate from each Credit Party, dated the Closing Date and signed by the Secretary or an Assistant Secretary of such Credit Party, certifying (a) that the attached copies of the Organization Documents of such Credit Party, as the case may be, (or other applicable organizational or constituent documents), and resolutions of the Board of Directors (or other applicable authority) of such Credit Party approving the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby are all true, complete and correct and remain unamended and in full force and effect, and (b) the incumbency and specimen signature of each officer of such Credit Party executing any Transaction Document to which it is a party or any other document delivered in connection herewith and therewith on behalf of such Credit Party.. 3.04

Appears in 1 contract

Samples: Securities Purchase Agreement and Security Agreement

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