Secretary’s or Director’s Certificate. Each Obligor and each Subsidiary Guarantor shall have delivered to such Purchaser a certificate of its Secretary, an Assistant Secretary, a Director or another appropriate person, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate or other organizational proceedings relating to the authorization, execution and delivery of (i) the Notes and this Agreement, in the case of the Company, (ii) this Agreement, in the case of the Parent Guarantor and (iii) the Subsidiary Guarantee, in the case of each Subsidiary Guarantor.
Secretary’s or Director’s Certificate. Each Obligor shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary or a Director (or another appropriate person authorized by the board of directors (or equivalent governing body) of the Obligor to sign documents on behalf of the Obligor in connection with this Agreement), dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Financing Agreements to which it is a party.
Secretary’s or Director’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary, Assistant Secretary, Director or another appropriate Person, dated the date 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 2016 Notes and this Agreement and (ii) the Company’s organizational documents as then in effect.
Secretary’s or Director’s Certificate. The Company and each Subsidiary Guarantor shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary or a Director or other appropriate person, dated the date 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 (in the case of the Company) and of the Subsidiary Guarantees (in the case of each Subsidiary Guarantor).
Secretary’s or Director’s Certificate. The Investors shall have received a certificate from the Company, dated as of the Closing Date and signed by the Secretary or a director of the Company, certifying (a) that the attached copies of the organizational documents of the Company and each of the members of the Company Group and the resolutions of the Board of Directors and/or shareholders (as appropriate) of the Company and the PRC Subsidiary approving this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, are all true, complete and correct and remain unamended and in full force and effect, (b) that the incumbency and specimen signature of each officer of the Company and the PRC Subsidiary executing each such document or any other document delivered in connection herewith or therewith on behalf of the Company, (c) that the attached copies of current business licenses of the Company and each of the Group Companies are all true, complete and correct and remain unamended and in full force and effect, and (d) that the attached copy of a good standing certificate for the Company is true, complete and correct.
Secretary’s or Director’s Certificate. Each of the Company, the Pledgor and the Manager shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary or a Director or other appropriate Person, dated the date of the Closing, certifying as to:
(i) the full force and validity of each Organizational Document of such Person and copies thereof;
(ii) resolutions of each such Person’s board of directors, managers, shareholders, or members, as applicable, duly authorizing or ratifying (A) its participation in the Project and the financing of the Project; (B) to the extent applicable, the granting of Liens in connection therewith; and (C) its execution of, delivery of and performance under each of the Transaction Documents to which it is or is to be a party; and
(iii) the incumbency and signatures of those of its officers, authorized representatives, agents, managing members or general partners, as applicable, authorized to act with respect to each Financing Document to be executed by such Person.
Secretary’s or Director’s Certificate. Each Note Party shall have delivered to such Purchaser a certificate of its Secretary, an Assistant Secretary, a Director or another appropriate person, dated the date 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, this Agreement and the other Note Documents to which such Note Party is a party, (ii) such Note Party’s Organization Documents as then in effect, (iii) the incumbency of each Responsible Officer of the Note Parties authorized to sign and deliver the Note Documents, (iv) the documents and certifications evidencing that such Note Party is validly existing, in good standing (as applicable) and qualified to engage in business in the place of its organization or formation and (v) all third-party consents, licenses and approvals required in connection with the execution, delivery and performance by such Note Party and the validity against such Note Party of the Note Documents to which it is a party, and stating that such resolutions, Organization Documents, documents and certifications, consents, licenses and approvals are in full force and effect as of the date of Closing.
Secretary’s or Director’s Certificate. Each Note Party shall have delivered to such Purchaser a certificate of its Secretary, an Assistant Secretary, a Director or another appropriate person, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of each Note Document to which it is a party and (ii) each Note Party’s organizational documents as then in effect.
Secretary’s or Director’s Certificate. Each of the Alpine Parties shall have delivered to the Purchasers a certificate of its Secretary, Assistant Secretary or other Authorized Officer, dated the Closing Date, certifying and attaching thereto (or specifying any condition that has been waived): (i) a copy of each Organizational Document of such Alpine Party, and to the extent applicable, certified as of the Closing Date or a recent date prior thereto by the appropriate Governmental Authority; (ii) the names and specimen signatures of the officers or other authorized signatories of such Alpine Party who are authorized to execute documents and certificates delivered under this Agreement (with such amendments or modifications as may be approved by the Purchasers); (iii) resolutions or similar written directions or comments of the board of directors or board of managers of such Alpine Party approving and authorizing the execution, delivery and performance of this Agreement by such Alpine Party and the other applicable Basic Documents to which it is a party and, as applicable, delivery of the Notes; (iv) a good standing certificate from the applicable Governmental Authority of such Alpine Party's jurisdiction of formation (and, if currently required to be qualified as a foreign corporation therein, the State of Texas) to do business, each dated the Closing Date or a recent date prior thereto; and (v) such other documents as the Purchasers may reasonably request.
Secretary’s or Director’s Certificate. Each Credit Party shall have delivered to such 2010 Purchaser a certificate of such Credit Party’s Secretary or an Assistant Secretary or a Director or other appropriate person, dated the 2010 Notes Closing Date, (A) attaching certified copies of the articles or certificate of incorporation (or similar charter documents) and by-laws, operating agreement or partnership agreement, as applicable, of such Credit Party, (B) certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Financing Documents to which such Credit Party is a party and (C) certifying the names and true signatures of the officers of such Credit Party authorized to sign the Financing Documents to which such Credit Party is a party.
