Secretary’s or Assistant Secretary’s Certificates. The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and reasonably acceptable to the Administrative Agent, signed by an Authorized Representative of each Loan Party, certifying (i) as to the incumbency and genuineness of the signature of each Authorized Representative of each Loan Party executing Loan Documents to which it is a party and (ii) that attached thereto are true, correct and complete copies of (1) the articles or certificate of incorporation, formation or other organizational document, as applicable, of such Loan Party, and all amendments thereto, certified as of a recent date by the appropriate governmental officials in its jurisdiction of incorporation or formation, as applicable, (2) the bylaws or other governing documents, as applicable, of such Loan Party as in effect on the Restatement Effective Date and (3) resolutions duly authorized by the board of directors (or other governing body) of such Loan Party authorizing and approving the execution and delivery of, and performance under, this Agreement and the other Loan Documents to which such Loan Party is a party (or, in the case of any document listed in subclauses (1) and (2) of this clause (ii) in respect of any Loan Party party to the Original Credit Agreement or any other Loan Document (as defined in the Original Credit Agreement) immediately prior to the Restatement Effective Date, that no amendment or other modification has been made to any such document in the form delivered to the Administrative Agent on the Original Effective Date).
Secretary’s or Assistant Secretary’s Certificates. The Administrative Agent shall have received a certificate, dated the Effective Date and reasonably acceptable to the Administrative Agent, signed by an Authorized Representative of each Loan Party, certifying (i) as to the incumbency and genuineness of the signature of each Loan Party executing Loan Documents to which it is a party and (ii) that attached thereto are true, correct and complete copies of (1) the articles or certificate of incorporation, formation or other organizational document, as applicable, of such Loan Party, and all amendments thereto, certified as of a recent date by the appropriate governmental officials in its jurisdiction of incorporation or formation, as applicable, (2) the bylaws or other governing documents, as applicable, of such Loan Party as in effect on the Effective Date and (3) resolutions duly authorized by the board of directors (or other governing body) of such Loan Party authorizing and approving the execution and delivery of, and performance under, this Agreement and the other Loan Documents to which such Loan Party is a party.
Secretary’s or Assistant Secretary’s Certificates. The Administrative Agent shall have received a certificate, dated the Effective Date and reasonably acceptable to the Administrative Agent, signed by an Authorized Representative of each Credit Party, and attested to by the secretary or any assistant secretary (or, (x) if there is no secretary or assistant secretary, an Authorized Representative, or (y) with respect to any Credit Party organized under the laws of Luxembourg, a manager or director, as applicable) of such Credit Party (other than the Authorized Representative of such Credit Party signing the certificate of such Credit Party), as the case may be, certifying (i) as to the incumbency and genuineness of the signature of each Credit Party executing Loan Documents to which it is a party and (ii) that attached thereto are true, correct and complete copies of (A) the articles or certificate of incorporation, formation or other organizational document, as applicable, of such Credit Party, and all amendments thereto, certified as of a recent date by the appropriate governmental officials in its jurisdiction of incorporation or formation, as applicable, (B) the bylaws or other governing documents, as applicable, of such Credit Party as in effect on the Effective Date and (C) resolutions duly authorized by the board of directors (or other governing body) of such Credit Party authorizing and approving the execution and delivery of, and performance under, this Agreement and the other Credit Documents to which such Credit Party is a party.
Secretary’s or Assistant Secretary’s Certificates. Parent and Merger Sub shall have delivered to the Company a certificate of the Secretary or Assistant Secretary of Parent and a certificate of the Secretary or Assistant Secretary of Merger Sub, each dated as of the Closing Date, in form and substance reasonably satisfactory to the Company as to (a) the corporate actions taken by Parent and Merger Sub and their respective Boards of Directors and, in the case of Merger Sub, stockholders, to authorize this Agreement, the Merger and the other transactions contemplated hereby, and (b) the incumbency and signatures of the officers of Parent and Merger Sub executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of Parent and Merger Sub pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby.
Secretary’s or Assistant Secretary’s Certificates. A ------------------------------------------------- certificate of the Secretary or an Assistant Secretary or other appropriate officer of each of the Borrower and each Guarantor certifying the names and true signatures of the officers or other designated persons of the Borrower and each Guarantor authorized to sign this Agreement, the other Transaction Documents and the other documents and instruments to be delivered by the Borrower or such Guarantor hereunder.
