Supporting Documents. On or prior to the Closing Date, the Agent shall have received the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authorities: (a) a certificate of good standing of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland; (b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida; (c) a copy of the articles of incorporation of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authority; (d) a copy of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any; (e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate; (f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete; (g) such additional supporting documents as the Agent may request.
Appears in 3 contracts
Samples: Revolving Line of Credit and Security Agreement (Commercial Net Lease Realty Inc), Revolving Line of Credit and Security Agreement (Commercial Net Lease Realty Inc), Revolving Line of Credit and Security Agreement (Commercial Net Lease Realty Inc)
Supporting Documents. On or prior to the Closing Date, the The Administrative Agent shall have received the following documents satisfactory in form and substance with respect to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiesBorrower:
(ai) a copy of the Borrower’s certificate of good standing incorporation, as amended, certified as of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified recent date by the Secretary of State of the State state of Floridaits incorporation or formation;
(cii) a certificate of the Secretary of State of the state of the Borrower’s incorporation, dated as of a recent date, as to the good standing of the Borrower (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the articles by-laws of the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the board of directors of the Borrower or an authorized committee thereof authorizing the Borrowings hereunder and the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder, (C) that the certificate of incorporation of each the Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have has not been amended, annulled, rescinded, or revoked amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State or other appropriate governmental authority;
furnished pursuant to clause (di) a copy of above, and (D) as to the bylaws incumbency and specimen signature of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true entity executing this Agreement and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of the Borrower as to the incumbency and the borrowing thereunder, and specifying signature of the officer or officers signing the certificate referred to in this clause (iii)); and
(iv) an Officer’s Certificate from the Borrower certifying (A) as to the accuracy in all material respects of such Borrower authorized to execute the representations and warranties contained in the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true Documents as though made on and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date Closing Date, except to the extent that any such representation or warranty by its terms is made as of this Agreementa different specified date, accompanied by a certificate from an appropriate officer in which case such representation or warranty shall be or was true and correct in all material respects as of such Borrower date (provided that the information any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and complete;
correct in all respects as of the applicable date), in each case before and after giving effect to the Transactions and (gB) such additional supporting documents as to the Agent may requestabsence of any Default or Event of Default occurring and continuing on the Closing Date before and after giving effect to the Transactions.
Appears in 2 contracts
Samples: Credit Agreement (Delta Air Lines, Inc.), Credit Agreement Amendment (Delta Air Lines, Inc.)
Supporting Documents. On or prior to the Closing Date, the Agent The Purchaser and its counsel shall have received copies of the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiesdocuments:
(ai) (A) the Restated Articles, certified as of a certificate of good standing of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified recent date by the Secretary of State of the State of Florida;
Nevada, (cB) a copy of the articles of incorporation (or similar organizational document) for each Subsidiary, certified as of each Borrower certified a recent date by the Secretary of StateState of the jurisdiction where it was formed, or other and (B) certificates of appropriate governmental authorityofficials dated as of a recent date as to the due incorporation or formation, existence and good standing and the payment of all franchise taxes by the Company and each of the State of MarylandSubsidiaries, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date listing all documents of the Company and its Subsidiaries on file with said governmental officials;
(ii) a certificate of the Secretary of State or other appropriate governmental authority;
the Company and each Subsidiary dated the Closing Date, certifying: (dA) that attached thereto is a true, correct and complete copy of the bylaws Bylaws and the Restated Articles, as amended by the Certificate of Designation, each Borrower as amended and in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and completecertification, and that no other amendments or modifications to such Bylaws or Restated Articles have been authorized; (B) that attached thereto is a true, correct and complete copy of all resolutions adopted by the bylaws Company’s Board of Directors authorizing the execution, delivery and performance of each of the Transaction Documents, the approval of the Restated Articles, the approval of the Reverse Split, the approval of the Certificate of Designation, the issuance, sale and delivery of the Shares, and the reservation of the Preferred Stock Conversion Shares, and that all such resolutions are in full force and effect, have not been amended, annulledmodified or rescinded and are the only resolutions adopted in connection with the transactions contemplated by the Transaction Documents; (C) that attached thereto is a true, rescindedcorrect and complete copy of all resolutions adopted by the shareholders of the Company approving the Restated Articles, or revoked since the date Reverse Split and the execution, delivery and performance of each of the Transaction Documents; (D) that attached thereto is a true, correct and complete copy of the bylaws and articles of incorporation (or the last amendment reflected similar organizational documents) for each Subsidiary, each as amended and in the copy, if any;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of such certification, and that no other amendments or modifications thereto have been authorized; and (E) to the certificateincumbency and specimen signature of each officer(s) of the Company and its Subsidiaries executing any of the Transaction Documents, and any certificate or instrument furnished pursuant hereto, and a certification by another authorized officer(s) of the Company and its Subsidiaries as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii);
(fiii) an incumbency certificate containing a certificate, executed by the namesChief Executive Officer and Chief Operating Officer of the Company, titlesdated the applicable Closing Date, certifying to the fulfillment of the specific conditions set forth in Sections 4.01(a), 4.01(b) hereto and genuine signatures to the fulfillment of all duly elected officers and directors of each Borrower as of the date of conditions in this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;Article IV in general; and
(giv) such additional supporting documents and other information with respect to the Company’s operations and affairs as the Agent Purchaser or its counsel reasonably may request. All such documents shall be satisfactory in form and substance to the Purchaser and its counsel.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Radical Holdings Lp), Securities Purchase Agreement (Immediatek Inc)
Supporting Documents. On or prior to the Closing Date, the Agent (a) The Lender shall have received the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authorities:
(a) a certificate of good standing of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida;
(c) a copy of the articles of incorporation of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authority;
(d) a copy of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
Closing Date (ei) a copy of resolutions of the Board of Directors of each Borrower the Borrowers, certified as in full force and effect on the Closing Date by the Secretary of the Borrowers, authorizing the execution, delivery, delivery and performance of the Loan Documents and authorizing designated officers of the borrowing thereunderBorrowers to execute and deliver the Loan Documents on behalf of the Borrowers and to execute and deliver to the Lender Requests for Advances; (ii) a certificate of the Secretary of the Borrowers, dated the Closing Date, certifying the incumbency and specimen signatures of the designated officers referred to in clause (i) above; (iii) a copy of the Certificate of Incorporation and By-laws of the Borrowers, certified as true and correct on and as of the date on which Loan Documents are executed and delivered; (iv) Opinion of Counsel to the Borrowers in substantially the same form as attached hereto as Exhibit D; (v) Certificate of the Secretary of Healthcare Recoveries, Inc., and specifying copies of Cross- Receipts evidencing that Healthcare Recoveries, Inc., has closed on the officer sale of its common stock in its initial public offering; and (vi) such additional supporting documents as the Lender may request.
(b) The Lender shall also have received on or officers before the date on which a Subsidiary becomes a Participating Subsidiary (i) a copy of resolutions of the Board of Directors and, if necessary, the shareholders of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain Subsidiary certified as in full force and effect on the date thereof by the Secretary of such Subsidiary, authorizing such Subsidiary's execution, delivery and performance of, the Loan Documents and all other agreements and instruments that this Agreement requires to be executed, delivered and performed by such Subsidiary; (ii) a copy of the certificate;
(f) an incumbency certificate containing Certificate of Incorporation or Articles of Incorporation, as the names, titlescase may be, and genuine signatures By-laws of all duly elected officers such Subsidiary, certified as true and directors of each Borrower correct on and as of the date on which loan documents are executed and delivered by such Subsidiary; (iii) certificates of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
(g) such additional supporting documents as the Agent may request.good standing with respect to
Appears in 2 contracts
Samples: Credit Agreement (Healthcare Recoveries Inc), Credit Agreement (Healthcare Recoveries Inc)
Supporting Documents. On or prior to the Closing Datedate hereof, the Agent Bank shall have received the following documents supporting documents, all of which shall be satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiesBank:
(a) a certificate or certificates, dated as of good standing the date hereof, of each (i) the Secretary or any Assistant Secretary of the Borrower certified certifying (A) that contained therein is a true and correct copy of certain resolutions adopted by the Secretary Board of StateDirectors of the Borrower authorizing the execution, delivery and performance of the Loan Documents and the performance of the obligations of the Borrower and the borrowings thereunder, which resolutions have not been altered or amended in any respect, and remain in full force and effect at all times since their adoption; (B) that attached thereto is a true and correct copy of the Articles of Incorporation of the Borrower, and that such Articles of Incorporation have not been altered or amended, and no other charter documents have been filed, since the date of the filing of the last amendment thereto or other appropriate governmental authority, of charter document as indicated on the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida;
Florida attached thereto; (cC) that attached thereto is a true and correct copy of the articles of incorporation of each Borrower certified by the Secretary of State, or other appropriate governmental authority, Bylaws of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authority;
(d) a copy of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions Bylaws are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on and no amendment thereto is pending which would in any way affect the date ability of the Borrower to enter into and perform the Obligations contemplated hereby; and (D) the incumbency and signatures of the officers of the Borrower signing the Loan Documents and any report, certificate;, letter or other instrument or document furnished by the Borrower in connection therewith, and (ii) another authorized officer of the Borrower certifying the incumbency and signature of the Secretary or Assistant Secretary of the Borrower; and
(fb) an incumbency certificate containing or certificates of the names, titles, and genuine signatures Florida Secretary of all duly elected officers and directors of each Borrower State dated as of a recent date, as to the date good standing of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
(g) such additional supporting documents as the Agent may request.Borrower; and
Appears in 1 contract
Samples: Revolving and Term Loan Agreement (Seacoast Banking Corp of Florida)
Supporting Documents. On or prior to the Closing Date, the Agent The Investors and their counsel shall have received copies of the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiesdocuments:
(ai) (A) the Charter, certified as of a certificate of good standing of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified recent date by the Secretary of State of the State of Florida;
Delaware, (cB) a copy certificate of said Secretary dated as of a recent date as to the articles due incorporation and good standing of incorporation BCC, the payment of each Borrower certified all excise taxes by the Secretary BCC and listing all documents of StateBCC on file with said Secretary, or other appropriate governmental authority, of the State of Maryland, accompanied by (C) a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authorityof the jurisdiction of incorporation of each of the Subsidiaries dated as of a recent date as to the due incorporation and good standing of such Subsidiary, and (D) a certificate of the Secretary of State of each jurisdiction in which BCC and each Subsidiary is qualified to do business dated as of a recent date as to the good standing of BCC and each Subsidiary;
(dii) a certificate of the Secretary or an Assistant Secretary of BCC dated the Closing Date or Option Closing Date and certifying: (A) that attached thereto is a true and complete copy of the bylaws By-laws of each Borrower BCC as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of BCC authorizing the execution, delivery and performance of this Agreement, accompanied by a certificate from an appropriate officer the Registration Rights Agreement, the Stock Restriction Agreement, the issuance, sale and delivery of such Borrower that the copy is true Purchased Shares and completethe reservation, issuance and delivery of the Conversion Shares, and that all such resolutions are in full force and effect and are all the bylaws have resolutions adopted in connection with the transactions contemplated by this Agreement and the Registration Rights Agreement, the Stock Restriction Agreement; (C) that the Charter has not been amended, annulled, rescinded, or revoked amended since the date of the bylaws or the last amendment reflected referred to in the copy, if any;
certificate delivered pursuant to clause (ei)(B) a copy of resolutions of above; and (D) to the Board of Directors incumbency and specimen signature of each Borrower authorizing the execution, delivery, and performance officer of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of BCC executing this Agreement, accompanied the Registration Rights Agreement, the Stock Restriction Agreement, the stock certificates representing the Purchased Shares and any certificate or instrument furnished pursuant hereto, and a certification by a certificate from an appropriate another officer of such Borrower that BCC as to the information is true incumbency and complete;signature of the officer signing the certificate referred to in this clause (ii); and
(giii) such additional supporting documents and other information with respect to the operations and affairs of BCC as the Agent Investors or their counsel reasonably may request.
Appears in 1 contract
Samples: Series B Stock Purchase Agreement (Balanced Care Corp)
Supporting Documents. On or prior to the Closing Date, the The Administrative Agent shall have received the following documents satisfactory in form and substance with respect to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiesBorrower:
(ai) a copy of the Borrower’s certificate of good standing incorporation, as amended, certified as of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified recent date by the Secretary of State of the State state of Floridaits incorporation or formation;
(cii) a certificate of the Secretary of State of the state of the Borrower’s incorporation, dated as of a recent date, as to the good standing of the Borrower (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the articles by-laws of the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the board of directors of the Borrower or an authorized committee thereof authorizing the Borrowings hereunder and the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder, (C) that the certificate of incorporation of each the Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have has not been amended, annulled, rescinded, or revoked amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State or other appropriate governmental authority;
furnished pursuant to clause (di) a copy of above, and (D) as to the bylaws incumbency and specimen signature of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true entity executing this Agreement and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of the Borrower as to the incumbency and the borrowing thereunder, and specifying signature of the officer or officers signing the certificate referred to in this clause (iii)); and
(iv) an Officer’s Certificate from the Borrower certifying (A) as to the accuracy in all material respects of such Borrower authorized to execute the representations and warranties contained in the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true Documents as though made on and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date Closing Date, except to the extent that any such representation or warranty by its terms is made as of this Agreementa different specified date, accompanied by a certificate from an appropriate officer in which case such representation or warranty shall be or was true and correct in all material respects as of such Borrower date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date), in each case before and after giving effect to the Transactions, (B) as to the absence of any Default or Event of Default occurring and continuing on the Closing Date before and after giving effect to the Transactions and (C) that the information Borrower is true and complete;
(g) such additional supporting documents as in compliance, giving pro forma effect to the Agent may requestborrowing of the Term Loans, with the Collateral Coverage Test.
Appears in 1 contract
Supporting Documents. On or prior to the Closing Date, Date the Agent Purchasers and their counsel shall have received copies of the following supporting documents:
(i) copies of (1) the Articles of Organization of the Company, the Guarantor and Apparel, including all amendments thereto, certified as of a recent date by the Secretary of State or the appropriate official of the relevant state of incorporation, and (2) certificates of said Secretary or official, dated as of a recent date, as to the due incorporation and good standing of the Company, the Guarantor, Apparel and each such subsidiary, and listing all documents on file with said official; and
(ii) a certificate of the Secretary or an Assistant Secretary of the Company, of the Secretary or Assistant Secretary of the Guarantor and of the Secretary or an Assistant Secretary of Apparel, dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of the By-laws of the Company, the Guarantor or Apparel, as the case may be, as in effect on the date of such certification and at all times since the date hereof; (2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Company, the Guarantor or Apparel, as the case may be, authorizing the execution, delivery and performance of this Agreement, the Asset Purchase Agreement and the Ancillary Agreements, the issuance, sale and delivery of the Securities, the reservation, issuance and delivery of the Warrant Shares, and the performance of the Asset Purchase and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (3) that the Articles of Organization of the Company, the Guarantor or Apparel, as the case may be, has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(2) above; and (4) as to the incumbency and specimen signature of each officer of the Company, the Guarantor or Apparel, as the case may be, executing this Agreement, the Notes, the Warrants and the Ancillary Agreements and any certificate or instrument furnished pursuant hereto, and a certification by another officer of said corporation as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (ii). All such documents shall be satisfactory in form and substance to the Agent Purchasers and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authorities:
(a) a certificate of good standing of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida;
(c) a copy of the articles of incorporation of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authority;
(d) a copy of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
(g) such additional supporting documents as the Agent may requesttheir counsel.
Appears in 1 contract
Supporting Documents. On or prior to the Closing Datedate of this Agreement, the Administrative Agent shall have received the following all other documents satisfactory and instruments required hereunder or otherwise reasonably required by Lenders to be executed and delivered or otherwise provided to Administrative Agent in form and substance satisfactory to the Agent Lenders and counsel for the Agent andtheir counsel, as requested by the Agent, certified by appropriate corporate or governmental authoritiesincluding without limitation:
(a) a certificate of good standing of Borrower and each Borrower Guarantor certified by the Secretary secretary of Statestate, or other appropriate governmental authority, of the State state of Marylandincorporation of Borrower and each Guarantor;
(b) a certificate certificates of qualification to do business of Borrower and each Borrower to transact business in the State of Florida Guarantor certified by the Secretary secretary of State of the State of Florida;
(c) a copy of the articles of incorporation of each Borrower certified by the Secretary of Statestate, or other appropriate governmental authority, of each state in which the State chief executive office or any material manufacturing plant of MarylandBorrower or the Guarantor is located;
(c) A copy of the articles of incorporation of Borrower and each Guarantor, accompanied by a certificate from an appropriate officer of such Borrower and each Guarantor that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since except as reflected in the date of the certificate of the Secretary of State or other appropriate governmental authoritycopy, if any;
(d) a copy of the bylaws of Borrower and each Borrower Guarantor in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower and each Guarantor that the copy is true and complete, complete and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment except as reflected in the copy, if any;
(e) a copy of resolutions of the Board board of Directors directors of Borrower and each Borrower Guarantor authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and the borrowing transactions thereunder, and specifying the officer or officers of such Borrower and each Guarantor authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, rescinded or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) , together with an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers of Borrower and directors of each Borrower Guarantor as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;; and
(gf) such additional supporting documents as the Agent Lenders may request.
Appears in 1 contract
Samples: Credit Agreement (Flanders Corp)
Supporting Documents. On or prior to the Closing Datedate hereof, the Agent Lender shall have received the following documents supporting documents, all of which shall be satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiesLender:
(a) a certificate or certificates, dated as of good standing the date hereof, of each (i) the Secretary or any Assistant Secretary of the Borrower certified certifying (A) that contained therein is a true and correct copy of certain resolutions adopted by the Secretary Board of StateDirectors of the Borrower authorizing the execution, delivery and performance of the Loan Documents and the performance of the obligations of the Borrower and the borrowings thereunder, which resolutions have not been altered or amended in any respect, and remain in full force and effect at all times since their adoption; (B) that attached thereto is a true and correct copy of the Articles of Incorporation of the Borrower, and that such Articles of Incorporation have not been altered or amended, and no other charter documents have been filed, since the date of the filing of the last amendment thereto or other appropriate governmental authority, of charter document as indicated on the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Floridaincorporation of the Borrower attached thereto; (C) that attached thereto is a true and correct copy of the Bylaws of the Borrower and that the Bylaws are in full force and effect and no amendment thereto is pending which would in any way affect the ability of the Borrower to enter into and perform the Obligations contemplated hereby; and (D) the incumbency and signatures of the officers of the Borrower signing the Loan Documents and any report, certificate, letter or other instrument or document furnished by the Borrower in connection therewith, and (ii) another authorized officer of the Borrower certifying the incumbency and signature of the Secretary or Assistant Secretary of the Borrower;
(b) certificate or certificates of the Secretary of State of the state of incorporation of the Borrower dated as of a recent date, as to the good standing of the Borrower;
(c) an asset valuation report, or a copy similar report or reports setting forth the fair market value of the articles of incorporation of each Borrower certified by Borrower’s assets, all in form and content acceptable to the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete Lender in its sole and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authority;absolute discretion; and
(d) an accounts receivable aging report listing all Accounts and showing Qualified Accounts providing a copy of sufficient Borrower Base to support any Advances requested under the bylaws of each Borrower in effect Revolving Loan on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
(g) such additional supporting documents as the Agent may requestclosing date.
Appears in 1 contract
Samples: Merger Agreement (Integrated Electrical Services Inc)
Supporting Documents. On or prior to the Closing Date, the Agent shall have received the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authorities:
(a) a certificate of good standing of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State their respective jurisdictions of Marylandincorporation;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida;
(c) a copy of the th articles of incorporation of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State their respective jurisdictions of Marylandincorporation, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authority;
(d) a copy of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
(g) such additional supporting documents as the Agent may request.
Appears in 1 contract
Supporting Documents. On or prior to the Closing Datedate hereof, the Agent Bank shall have received the following documents supporting documents, all of which shall be satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiesBank:
(a) a certificate or certificates, dated as of good standing the date hereof, of each Borrower certified by (i) the Secretary or any Assistant Secretary of Statethe Borrower certifying (A) that attached thereto is a true and correct copy of certain resolutions adopted by its Board of Directors authorizing the execution, delivery and performance of the Loan Documents and the performance of the obligations of the Borrower and the borrowings thereunder, which resolutions have not been altered or amended in any respect, and remain in full force and effect at all times since their adoption; (B) that attached thereto is a true and correct copy of the Certificate of Incorporation of the Borrower, and that such Certificate of Incorporation has not been altered or amended, and no other charter documents have been filed, since the date of the filing of the last amendment thereto or other appropriate governmental authority, of charter document as indicated on the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida;
Delaware or other appropriate public official in any other state of incorporation attached thereto; (cC) that attached thereto is a true and correct copy of the articles Bylaws of incorporation the Borrower and that such Bylaws are in full force and effect and no amendment thereto is pending which would in any way affect the ability of each the Borrower certified to enter into and perform the Obligations contemplated hereby; and (D) the incumbency and signatures of the officers of the Borrower signing the Loan Documents and any report, certificate, letter or other instrument or document furnished by the Borrower in connection therewith, and (ii) another authorized officer of the Borrower certifying the incumbency and signature of the Secretary or Assistant Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by Borrower; and
(b) a certificate from an appropriate officer or certificates of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Delaware Secretary of State or other appropriate governmental authority;
(d) public official in any other state of incorporation, dated as of a copy recent date, as to the good standing of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
(g) such additional supporting documents as the Agent may requestBorrower.
Appears in 1 contract
Supporting Documents. On or prior to the Closing Dateclosing date, the Agent Lender shall have received the following documents satisfactory in form and substance to the Agent Lender and counsel for the Agent Lender and, as requested by the AgentLender, certified by appropriate corporate or governmental authorities:
(a) a certificate of good standing of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State state of Marylandincorporation;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida;
(c) a copy of the articles of incorporation of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such the Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authorityrevoked;
(dc) a copy of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such the Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(ed) a copy of resolutions of the Board of Directors of each the Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such the Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(fe) an incumbency certificate containing the names, titles, names and genuine signatures titles of all duly elected officers and directors of each the Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
(gf) such additional supporting documents as the Agent Lender may request.
Appears in 1 contract
Samples: Revolving Line of Credit Agreement (Transit Group Inc)
Supporting Documents. On or prior to the Closing Datedate of the execution and delivery of this Agreement, the Agent Lender shall have received the following documents satisfactory received, in form and substance satisfactory to the Agent and counsel for Lender, the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiesfollowing:
(a) a certificate true and complete executed original of good standing of each Borrower certified by this Agreement and the Secretary of State, or other appropriate governmental authority, of the State of MarylandNote;
(b) an executed copy of the Tax Certificate;
(i) a certificate of qualification of each Borrower the City in form and substance satisfactory to transact business in the State of Florida certified Lender, executed by the Secretary of State City Clerk, dated the Effective Date, to the effect that the City Council of the State City has duly adopted Ordinance No. S-41544 at a meeting duly noticed and held and at which a quorum of Florida;
Council members was present throughout and (cii) a copy an incumbency certificate with respect to the officers of the articles of incorporation of each Borrower certified by the Secretary of State, City who are authorized to execute any documents or other appropriate governmental authority, instruments on behalf of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that City under this Agreement and the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authorityLoan Documents;
(d) a copy an executed legal opinion of the bylaws of each Borrower City attorney, dated the Effective Date, addressed to the Lender and in effect on form and substance satisfactory to the date of this AgreementLender, accompanied by a certificate from an appropriate officer of covering such Borrower that matters as the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if anyLender may reasonably request;
(e) a copy an executed legal opinion of resolutions of Xxxxxxxxx Xxxxxxx LLP, dated the Board of Directors of each Borrower authorizing Effective Date, addressed to the Lender and to the effect that (i) the City has the power and authority to enter into this Agreement and the Note and to perform its obligations hereunder and thereunder; (ii) the execution, delivery, delivery and performance of the Loan Documents by the City has been duly authorized by the City; (iii) this Agreement and the borrowing thereunder, Note are valid and specifying binding obligations of the officer or officers City; (iv) the pledge of Excise Taxes set forth in this Agreement is a valid pledge and no further action is required in order to perfect the validity of such Borrower authorized to execute pledge; (v) interest on the Loan Documents, accompanied by a certificate from an appropriate officer that and the resolutions are true and complete, were duly adopted at a duly called meeting Note will not be included in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date gross income of the certificateLender for federal income tax purposes; and (vi) the Series 2005A Bonds and Series 2005B Bonds have been defeased;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as a copy of the date conditional notice of this Agreement, accompanied redemption transmitted to the holders of the Series 2005C Bonds by a certificate from an appropriate officer of such Borrower that the information is true and completeTrustee;
(g) certified copies of all approvals, authorizations and consents of any trustee, or holder of any indebtedness or obligation of the City or any Governmental Authority necessary for the City to enter into each of the Loan Documents and to perform the transactions contemplated therein; and
(i) such additional supporting documents other documents, instruments, approvals (and, if requested by the Lender, certified duplicates of executed copies thereof) or opinions as the Agent Lender may reasonably request.
Appears in 1 contract
Samples: Loan Agreement
Supporting Documents. On or prior to the Closing Date, the Agent shall have received the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authorities:
(a) a certificate of good standing of each Borrower certified by the Secretary of StateThe Agent, or other appropriate governmental authority, on behalf of the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida;
(c) a copy of the articles of incorporation of each Borrower certified by the Secretary of StateLenders, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation shall have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authority;
(d) a copy of the bylaws of each Borrower in effect also received on the date of execution of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
Agreement (ei) a copy of resolutions of the Board of Directors of each Borrower the Borrower, certified as in full force and effect on such date by the Secretary of the Borrower, authorizing the execution, delivery, delivery and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or authorizing designated officers of such the Borrower authorized to execute and deliver the Loan Documents, accompanied by Documents on behalf of the Borrower and to execute and deliver to the Agent Request for Advance or Interest Rate Election or Competitive Bid Quote Request forms and Applications; (ii) a certificate from of the Secretary of the Borrower, dated such date, certifying that (A) an appropriate officer attached copy of the Certificate of Incorporation and bylaws of the Borrower is true and correct as of such date, (B) that the resolutions are true Certificate of Incorporation and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and Bylaws of the Borrower have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on amended since the date of the certificate;
last amendment attached thereto and (fC) the incumbency and specimen signatures of the designated officers referred to in clause (i) above; (iii) an incumbency certificate containing Opinion of Counsel to the namesBorrower in the form required by the Agent; (iv) duly executed Pledge Agreements by the Borrower, titlesthe Participating Subsidiaries and the Participating Partnerships to the extent applicable, together with all stock powers, stock certificates and genuine signatures financing statements related thereto; (v) evidence satisfactory to the Agent of the receipt of all duly elected officers and directors necessary approvals for the acquisition of each NovaCare Rehabilitation Hospital Division (provided, however, that so long as Borrower as or one of the date its Consolidated Entities shall have entered into a binding agreement to manage a Facility acquired from NovaCare Rehabilitation Hospital Division, Borrower shall have a period of this Agreement, accompanied by a certificate from an appropriate officer up to 180 days to obtain all governmental approvals for transfer of such Borrower that the information is true and complete;
Facility), (gvi) such additional supporting documents as the Agent may reasonably request; and (vii) all fees payable to the Agent and the Lenders.
(b) The Agent, on behalf of the Lenders, shall also have received on or before the date on which a Subsidiary becomes a Participating Subsidiary (on or before the Closing Date in the case of each Subsidiary listed in Exhibit G hereto) (i) a copy of resolutions of the Board of Directors and shareholders of such Subsidiary (if necessary) certified as in full force and effect on the date thereof by the Secretary of such Subsidiary, authorizing such Subsidiary's execution, delivery and performance of, and the assumption of liability under, the Loan Documents and all other agreements and instruments that this Agreement contemplates will be executed, delivered and performed by such Subsidiary; (ii) a copy of the Certificate of Incorporation or Articles of Incorporation, as the case may be, and Bylaws of such Subsidiary, certified as true and correct on and as of the date on which Loan Documents are executed and delivered by the Borrower and such Subsidiary; (iii) an Opinion of Counsel to such Subsidiary in a form acceptable to the Agent as to the execution and delivery by such Subsidiary of the Loan Documents and other matters related thereto; (iv) fully executed copies of all Loan Documents that this Agreement contemplates will be executed or delivered (or both) by such Subsidiary (including a fully executed Subsidiary Guaranty Agreement); and (v) such additional supporting documents as the Agent or its counsel may reasonably request.
(c) The Agent, on behalf of the Lenders, shall also have received on or before the date on which a Controlled Partnership becomes a Participating Partnership (on or before the Closing Date in the case of each Controlled Partnership listed in Exhibit G hereto) (i) a copy of the partnership agreement under which such Controlled Partnership was formed, certified as true and correct on and as of the date of which Loan Documents are executed and delivered by the Borrower and such Controlled Partnership; (ii) an Opinion of Counsel to such Controlled Partnership in a form acceptable to the Agent as to the execution and delivery by such Controlled Partnership of the Loan Documents and other matters related thereto; (iii) fully executed copies of all Loan Documents that this Agreement contemplates will be executed or delivered (or both) by such Controlled Partnership (including a fully executed Partnership Guaranty Agreement); and (iv) such additional supporting documents as the Agent or its counsel may reasonably request.
(d) The Agent, on behalf of the Lenders, shall also have received on or prior to the date of the initial Advance under this Agreement, (i) evidence satisfactory to the Agent of the Acquisition by the Borrower or its Participating Subsidiaries, or both, of the NovaCare Rehabilitation Hospital Division, (ii) stock certificates representing all of the issued and outstanding capital stock of each Subsidiary organized to acquire any portion of the assets of NovaCare Rehabilitation Hospital Division, (iii) a Guaranty of each such Subsidiary, and (iv) such other documentation, including but not limited to, opinions, resolutions and certificates, as the Agent shall request.
Appears in 1 contract
Samples: Credit Agreement (Healthsouth Corp)
Supporting Documents. On or prior to the Closing Date, the The Administrative Agent shall have received the following documents satisfactory in form and substance with respect to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiesBorrower:
(ai) a copy of the Borrower’s certificate of good standing incorporation, as amended, certified as of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified recent date by the Secretary of State of the State state of Floridaits incorporation or formation;
(cii) a certificate of the Secretary of State of the state of the Borrower’s incorporation, dated as of a recent date, as to the good standing of the Borrower (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the articles by-laws of the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the board of directors of the Borrower or an authorized committee thereof authorizing the Borrowings hereunder and the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder, (C) that the certificate of incorporation of each the Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have has not been amended, annulled, rescinded, or revoked amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State or other appropriate governmental authority;
furnished pursuant to clause (di) a copy of above, and (D) as to the bylaws incumbency and specimen signature of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true entity executing this Agreement and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of the Borrower as to the incumbency and the borrowing thereunder, and specifying signature of the officer or officers signing the certificate referred to in this clause (iii)); and
(iv) an Officer’s Certificate from the Borrower certifying (A) as to the accuracy in all material respects of such Borrower authorized to execute the representations and warranties contained in the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true Documents as though made on and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date Closing Date, except to the extent that any such representation or warranty by its terms is made as of this Agreementa different specified date, accompanied by a certificate from an appropriate officer in which case such representation or warranty shall be or was true and correct in all material respects as of such Borrower date (provided that the information any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and complete;
(g) such additional supporting documents correct in all respects as of the Agent may request.applicable date), in each case before and after giving effect to the Transactions,
Appears in 1 contract
Samples: Term Loan Credit Agreement
Supporting Documents. On or prior to the Closing Date, the Agent Sona shall have received the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agentfollowing:
(i) Copies of resolutions of Sibling’s board of directors, certified by appropriate corporate or governmental authorities:its Secretary, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, and all other documents and instruments to be delivered by them pursuant hereto and thereto.
(aii) a A certificate of good standing of each Borrower certified incumbency executed by the Secretary of StateSibling certifying the names, or other appropriate governmental authority, titles and signatures of the State of Maryland;
officers authorized to execute the documents referred to in paragraph (bi) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida;
(c) a copy of the articles of incorporation of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete above and further certifying that the articles of incorporation and bylaws of Sibling and its Subsidiaries appended thereto have not been amendedamended or modified.
(iii) A certificate, annulleddated the Closing Date, rescindedexecuted by the Secretary of Sibling, certifying that: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the consummation of the Acquisition shall have been duly made or obtained, and all material consents by third parties required for the Acquisition have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or revoked since to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by any of the Acquisition Documents.
(iv) Evidence as of a recent date of the certificate good standing and corporate existence of Sibling and its Subsidiaries issued by the Secretary of State each corporation’s respective state of incorporation and evidence that Sibling and its Subsidiaries are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or other appropriate governmental authority;leased by them or the nature of their activities makes such qualification necessary.
(dv) a copy Evidence that Sibling has all tax returns required to be filed in the State of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, New York and that the bylaws have not been amended, annulled, rescinded, Sibling has no liabilities for taxes or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;penalties for failure to timely file tax returns.
(evi) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
(g) such Such additional supporting documents documentation and other information with respect to the transactions contemplated hereby as the Agent Sona may reasonably request.
Appears in 1 contract
Samples: Acquisition Agreement (Sibling Entertainment Group, Inc.)
Supporting Documents. On or prior to the Closing Date, the Agent The Buyer shall have received the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authorities:
following: (a) a certificate of good standing of each Borrower certified by the Secretary of State, or other appropriate governmental authority, A copy of the State Certificate of Maryland;
(b) Incorporation of the Seller, and all amendments thereto, certified as of a certificate of qualification of each Borrower to transact business in the State of Florida certified recent date by the Secretary of State of the State of Florida;
Illinois; (cb) a copy of the articles of incorporation of each Borrower certified by the Secretary of State, One or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate more certificates of the Secretary of State of the State of Illinois dated as of a recent date as to the due incorporation and good standing of the Seller, and stating that the Seller owes no franchise taxes in such state; (c) One or other appropriate governmental authority;
more certificates of officials from the jurisdictions listed on Schedule 3.1 hereto as to the good standing of the Seller in such jurisdictions; (d) A certificate of the Secretary or an Assistant Secretary of the Seller dated the date of the Closing and certifying (i) that attached thereto is a true, complete and correct copy of the bylaws By-laws of each Borrower the Seller as in effect on the date of this Agreementsuch certification, accompanied by a certificate from an appropriate officer of such Borrower (ii) that the copy is true and complete, and that Certificate of Incorporation of the bylaws have Seller has not been amended, annulled, rescinded, or revoked amended since the date of the bylaws or the last amendment reflected referred to in the copycertificate delivered pursuant to Subsection (a) above, if any;
(eiii) a copy that attached thereto are true, complete and correct copies of the resolutions of duly adopted by the Board of Directors and the shareholders of each Borrower the Seller approving the transactions contemplated hereby and authorizing the execution, delivery, delivery and performance by the Seller of this Agreement and the sale and transfer of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting Purchased Assets as in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of such certification, and (iv) as to the certificate;
incumbency and signatures of those officers of the Seller executing any instrument or other document delivered in connection with such transactions; (e) Uniform Commercial Code Search Reports on Form UCC-11 with respect to the Seller from the states and local jurisdictions where the principal places of business of the Seller and the Purchased Assets are located and evidence, satisfactory to Buyer, that any and all Encumbrances on the Purchased Assets reflected on such Search Reports have been released on or prior to the Closing; (f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
(g) such Such reasonable additional supporting documents and other information as the Agent Buyer or its counsel may reasonably request.; and
Appears in 1 contract
Supporting Documents. On or prior to the Closing Date, the Agent shall have received the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authorities:
(a) a certificate of good standing of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida;
(c) a copy of the articles of incorporation of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation The Lender shall have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authority;
(d) a copy of the bylaws of each Borrower in effect also received on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
Closing Date (ei) a copy of resolutions of the Board of Directors of each Borrower of the Borrowers, certified as in full force and effect on such date by the Secretary or Assistant Secretary of the respective Borrower, authorizing the execution, delivery, delivery and performance of the Loan Documents and authorizing designated officers of the borrowing thereunderBorrowers to execute and deliver the Loan Documents on behalf of the Borrowers, and specifying with respect to Hibbett, to execute and deliver to the officer Lender a Request for Advance or officers Interest Rate Election forms; (ii) a certificate of the Secretary or Assistant Secretary of each of the Borrowers, dated such date, certifying that (A) an attached copy of the Certificate of Incorporation and bylaws of such Borrower authorized to execute the Loan Documentsas true and correct as of such date, accompanied by a certificate from an appropriate officer (B) that the resolutions are true Certificate of Incorporation and complete, were duly adopted at a duly called meeting Bylaws of such Borrower has not been amended since the date of the last amendment attached thereto and (c) the incumbency and specimen signatures of the designated officers referred to in clause (i) above; (iii) an Opinion of Counsel to the Borrowers in the form required by the Lender and its counsel; and (iv) such additional supporting documents as the Lender or its counsel may reasonably request.
(b) The Lender shall also have received on or before any date after the Closing Date on which a quorum was present and acting throughoutperson becomes a Participating Entity (i) a copy of resolutions of the Board of Directors and, if necessary, the shareholders, partners or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain members of such person certified as in full force and effect on the date thereof by the Secretary or Assistant Secretary of such person, authorizing such person's execution, delivery and performance of, the Loan Documents and all other agreements and instruments that this Agreement requires to be executed, delivered and performed by such person; (ii) a copy of the certificate;
(f) an incumbency certificate containing the namesorganizational documents of such person, titles, certified as true and genuine signatures of all duly elected officers correct on and directors of each Borrower as of the date on which Loan Documents are executed and delivered by such person; (iii) certificates of good standing with respect to such person from the appropriate Governmental Authorities in the jurisdiction under the laws of which such person is incorporated or formed; (iv) an Opinion of Counsel to such person consistent with the form of the Opinions of Counsel to the Borrowers delivered pursuant to subsection (a) of this Section 63 (with such changes therein as are appropriate in the circumstances) as to the execution and delivery by such person of the Loan Documents and other matters related thereto; (v) fully executed copies of all Loan Documents that this Agreement requires to be executed or delivered (or both) by such person (including a fully executed Assumption Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true ); and complete;
(gvi) such additional supporting documents as the Agent Lender or its counsel may reasonably request.
Appears in 1 contract
Supporting Documents. On or prior to the Closing Date, the Agent shall have received the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authorities:
(a) a certificate of good standing of each Borrower certified by the Secretary of StateThe Agent, or other appropriate governmental authority, on behalf of the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida;
(c) a copy of the articles of incorporation of each Borrower certified by the Secretary of StateLenders, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation shall have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authority;
(d) a copy of the bylaws of each Borrower in effect also received on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
Closing Date (ei) a copy of resolutions of the Board of Directors of each Borrower of the Borrowers, certified as in full force and effect on such date by the Secretary or Assistant Secretary of the respective Borrower, authorizing the execution, delivery, delivery and performance of the Loan Documents and authorizing designated officers of the borrowing thereunderBorrowers to execute and deliver the Loan Documents on behalf of the Borrowers, and specifying with respect to Hibbett, to execute and deliver to the officer Agent a Competitive Bid Quote Request form or officers a Request for Advance or Interest Rate Election or Request of Issuance of Letters of Credit forms; (ii) a certificate of the Secretary or Assistant Secretary of each of the Borrowers, dated such date, certifying that (A) an attached copy of the Certificate of Incorporation and bylaws of such Borrower authorized to execute the Loan Documentsas true and correct as of such date, accompanied by a certificate from an appropriate officer (B) that the resolutions are true Certificate of Incorporation and complete, were duly adopted at a duly called meeting Bylaws of such Borrower has not been amended since the date of the last amendment attached thereto and (c) the incumbency and specimen signatures of the designated officers referred to in clause (i) above; (iii) an Opinion of Counsel to the Borrowers in the form required by the Agent and its counsel; and (iv) such additional supporting documents as the Agent or its counsel may reasonably request.
(b) The Agent shall also have received on or before any date after the Closing Date on which a quorum was present and acting throughoutperson becomes a Participating Entity (i) a copy of resolutions of the Board of Directors and, if necessary, the shareholders, partners or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain members of such person certified as in full force and effect on the date thereof by the Secretary or Assistant Secretary of such person, authorizing such person's execution, delivery and performance of, the Loan Documents and all other agreements and instruments that this Agreement requires to be executed, delivered and performed by such person; (ii) a copy of the certificate;
(f) an incumbency certificate containing the namesorganizational documents of such person, titles, certified as true and genuine signatures of all duly elected officers correct on and directors of each Borrower as of the date on which Loan Documents are executed and delivered by such person; (iii) certificates of good standing with respect to such person from the appropriate Governmental Authorities in the jurisdiction under the laws of which such person is incorporated or formed; (iv) an Opinion of Counsel to such person consistent with the form of the Opinions of Counsel to the Borrowers delivered pursuant to subsection (a) of this Section 6.3 (with such changes therein as are appropriate in the circumstances) as to the execution and delivery by such person of the Loan Documents and other matters related thereto; (v) fully executed copies of all Loan Documents that this Agreement requires to be executed or delivered (or both) by such person (including a fully executed Assumption Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true ); and complete;
(gvi) such additional supporting documents as the Agent Lender or its counsel may reasonably request.
Appears in 1 contract
Supporting Documents. On or prior to the Closing Date, the Agent shall The Purchasers and their counsel will have received copies of the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiesdocuments:
(ai) a certificate (A) the Certificate of good standing of each Borrower certified by the Secretary of State, or other appropriate governmental authority, Incorporation of the State Parent Company, as amended, certified as of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified recent date by the Secretary of State of the State of Florida;
Delaware, (cB) a copy the Certificate of Incorporation of the articles Borrower, as amended, certified as of incorporation of each Borrower certified a recent date by the Secretary of State, or other appropriate governmental authority, State of the State of MarylandPennsylvania, accompanied by (C) a certificate from an appropriate officer of such Borrower that said Secretaries dated as of a recent date as to the copy is complete due incorporation and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date good standing of the Parent Company and Borrower, the payment of all excise taxes by the Parent Company and Borrower and listing all documents of the Parent Company and Borrower on file with said Secretary;
(ii) a certificate of the Secretary or an Assistant Secretary of State or other appropriate governmental authority;
the Borrower and Parent Company dated as of the Closing Date and certifying: (dA) that attached thereto is a true and complete copy of the bylaws Bylaws of each the Borrower and Parent Company as in effect on the date of this Agreement, accompanied by such certification; (B) that attached thereto is a certificate from an appropriate officer of such Borrower that the copy is true and completecomplete copy of all resolutions adopted by the Board of Directors of the Borrower and Parent Company authorizing the execution, delivery and performance of this Agreement and the Loan Documents, the issuance, sale and delivery of the Securities, and that all such resolutions are in full force and effect and are all the bylaws have resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Borrower and Parent Company has not been amended, annulled, rescinded, or revoked amended since the date of the bylaws or the last amendment reflected referred to in the copy, if any;
certificate delivered pursuant to clause (ei)(A) a copy and (i)(B) above; and (D) to the incumbency and specimen signature of resolutions each officer of the Board of Directors of each Borrower authorizing the execution, delivery, and performance Parent Company executing any of the Loan Documents and the borrowing thereunderany certificate or instrument furnished pursuant hereto, and specifying a certification by another officer of the Borrower and Parent Company as to the incumbency and signature of the officer or officers of such Borrower authorized signing the certificate referred to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;this clause (ii); and
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
(giii) such additional supporting documents and other information with respect to the operations and affairs of the Borrower and Parent Company as the Agent Purchasers or their counsel reasonably may request. All such documents will be satisfactory in form and substance to the Purchasers and their counsel.
Appears in 1 contract
Supporting Documents. On or prior to the Closing Date, the Agent shall have received the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authorities:
(a) a certificate of good standing of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida;
(c) a copy of the articles of incorporation of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation The Lender shall have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authority;
(d) a copy of the bylaws of each Borrower in effect also received on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
Closing Date (ei) a copy of resolutions of the Board of Directors of each Borrower of the Borrowers, certified as in full force and effect on such date by the Secretary or Assistant Secretary of the respective Borrower, authorizing the execution, delivery, delivery and performance of the Loan Documents and authorizing designated officers of the borrowing thereunderBorrowers to execute and deliver the Loan Documents on behalf of the Borrowers, and specifying with respect to Hibbett, to execute and deliver to the officer Lender a Request for Advance or officers Interest Rate Election or Application forms; (ii) a certificate of the Secretary or Assistant Secretary of each of the Borrowers, dated such date, certifying that (A) an attached copy of the Certificate of Incorporation and bylaws of such Borrower authorized to execute the Loan Documentsas true and correct as of such date, accompanied by a certificate from an appropriate officer (B) that the resolutions are true Certificate of Incorporation and complete, were duly adopted at a duly called meeting Bylaws of such Borrower has not been amended since the date of the last amendment attached thereto and (c) the incumbency and specimen signatures of the designated officers referred to in clause (i) above; (iii) an Opinion of Counsel to the Borrowers in the form required by the Lender and its counsel; and (iv) such additional supporting documents as the Lender or its counsel may reasonably request.
(b) The Lender shall also have received on or before any date after the Closing Date on which a quorum was present and acting throughoutperson becomes a Participating Entity (i) a copy of resolutions of the Board of Directors and, if necessary, the shareholders, partners or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain members of such person certified as in full force and effect on the date thereof by the Secretary or Assistant Secretary of such person, authorizing such person's execution, delivery and performance of, the Loan Documents and all other agreements and instruments that this Agreement requires to be executed, delivered and performed by such person; (ii) a copy of the certificate;
(f) an incumbency certificate containing the namesorganizational documents of such person, titles, certified as true and genuine signatures of all duly elected officers correct on and directors of each Borrower as of the date on which Loan Documents are executed and delivered by such person; (iii) certificates of good standing with respect to such person from the appropriate Governmental Authorities in the jurisdiction under the laws of which such person is incorporated or formed; (iv) an Opinion of Counsel to such person consistent with the form of the Opinions of Counsel to the Borrowers delivered pursuant to subsection (a) of this Agreement, accompanied by a certificate from an Section 6.3 (with such changes therein as are appropriate officer of such Borrower that in the information is true and complete;
(gcircumstances) such additional supporting documents as the Agent may request.to the
Appears in 1 contract
Supporting Documents. On or prior to the Closing Datedate of this Agreement, the Agent Administrative Lender shall have received the following all other documents satisfactory and instruments required hereunder or otherwise reasonably required by Lenders to be executed and delivered or otherwise provided to Administrative Lender in form and substance satisfactory to the Agent Lender and counsel for the Agent andtheir counsel, as requested by the Agent, certified by appropriate corporate or governmental authoritiesincluding without limitation:
(a) a certificate of good standing of Borrower and each Borrower Subsidiary certified by the Secretary secretary of Statestate, or other appropriate governmental authority, of the State state of Marylandincorporation of Borrower and each Subsidiary;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida;
(c) a copy of the articles of incorporation of Borrower and each Borrower Subsidiary in effect on the date hereof certified by the Secretary secretary of Statestate, or other appropriate governmental authority, of the State state of Marylandincorporation of Borrower and each Subsidiary, accompanied by a certificate from an appropriate officer of such Borrower and each Subsidiary that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary secretary of State state or other appropriate governmental authority;
(dc) a copy of the bylaws of Borrower and each Borrower Subsidiary in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower and each Subsidiary that the copy is true and complete, complete and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(ed) a copy of resolutions of the Board board of Directors directors of Borrower and each Borrower Subsidiary authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and the borrowing transactions thereunder, and specifying the officer or officers of such Borrower and each Subsidiary authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, rescinded or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) , together with an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers of Borrower and directors of each Borrower Subsidiary as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;; and
(ge) such additional supporting documents as the Agent Lenders may request.
Appears in 1 contract
Samples: Credit Agreement (Flanders Corp)
Supporting Documents. On or prior The Agent shall have received:
(i) a copy of the Borrower's certificate of incorporation, as amended up to and including the Closing Date, the Agent shall have received the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, certified as requested by the Agent, certified by appropriate corporate or governmental authorities:
(a) of a certificate of good standing of each Borrower certified recent date by the Secretary of State, State (or other appropriate governmental authority, applicable Governmental Authority) of the State jurisdiction of Maryland;
(b) a the Borrower's incorporation; provided that the Agent may, in its discretion, accept such certificate of qualification incorporation of each the Borrower certified by a Secretary or Assistant Secretary of the Borrower in lieu of certification by the Secretary of State (or other applicable Governmental Authority), subject to receipt of an undertaking from the Borrower to transact business in the State effect delivery of Florida such documents certified by the Secretary of State of (or other applicable Governmental Authority) promptly after the State of FloridaClosing Date;
(cii) a copy of the articles of incorporation of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State (or other appropriate governmental authorityapplicable Governmental Authority) of the Borrower's jurisdiction of incorporation, dated as of a recent date, as to the good standing of the Borrower and as to the charter documents on file in the office of such Secretary of State (or other applicable Governmental Authority);
(diii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the bylaws by-laws of each the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Borrower authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, accompanied by a certificate from an appropriate officer the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of such Borrower that the copy is true security interest in the Letter of Credit Account and completeother Liens contemplated hereby, and that such resolutions are in full force and effect without modification or amendment, (C) that the bylaws have certificate of incorporation of the Borrower has not been amended, annulled, rescinded, or revoked amended since the date of the bylaws or the last amendment reflected in thereto indicated on the copy, if any;
certificate furnished pursuant to clause (ei) a copy above and (D) as to the incumbency and specimen signature of resolutions each officer of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the executing this Agreement or any other Loan Documents and the borrowing thereunder, and specifying the officer or officers of any other document delivered by it in connection herewith or therewith (such Borrower authorized certificate to execute the Loan Documents, accompanied contain a certification by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate another officer of such Borrower that entity as to the information is true incumbency and complete;signature of the officer signing the certificate referred to in this clause (iii)); and
(giv) such additional supporting other documents as the Agent may reasonably request.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Lodgian Inc)
Supporting Documents. On or prior to the Closing Datedate hereof, the Agent Bank shall have received the following documents supporting documents, all of which shall be satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiesBank:
(a) a certificate or certificates, dated as of good standing the date hereof, of each (i) the Secretary or any Assistant Secretary of the Borrower certified certifying (A) that contained therein is a true and correct copy of certain resolutions adopted by the Secretary Board of StateDirectors of the Borrower authorizing the execution, delivery and performance of the Loan Documents and the performance of the obligations of the Borrower and the borrowings thereunder, which resolutions have not been altered or amended in any respect, and remain in full force and effect at all times since their adoption; (B) that attached thereto is a true and correct copy of the Articles of Incorporation of the Borrower, and that such Articles of Incorporation have not been altered or amended, and no other charter documents have been filed, since the date of the filing of the last amendment thereto or other appropriate governmental authority, of charter document as indicated on the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of FloridaFlorida attached thereto; (C) that attached thereto is a true and correct copy of the Bylaws of the Borrower and that such Bylaws are in full force and effect and no amendment thereto is pending which would in any way affect the ability of the Borrower to enter into and perform the Obligations contemplated hereby; and (D) the incumbency and signatures of the officers of the Borrower signing the Loan Documents and any report, certificate, letter or other instrument or document furnished by the Borrower in connection therewith, and (ii) another authorized officer of the Borrower certifying the incumbency and signature of the Secretary or Assistant Secretary of the Borrower;
(b) certificate or certificates of the Florida Secretary of State dated as of a recent date, as to the good standing of the Borrower; and
(c) a copy of the articles of incorporation of each Borrower certified by the Secretary of Statecertificate or certificates, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authority;
(d) a copy of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower dated as of the date hereof, of this Agreement, accompanied by a certificate from an appropriate the Secretary or any Assistant Secretary or other authorized officer of such the Borrower that acceptable to the information is true Bank certifying the appointment and complete;
(g) such additional supporting documents as signatures of the Agent may requestAuthorized Representatives.
Appears in 1 contract
Supporting Documents. On or prior to the Closing Date, the Agent shall have received the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authorities:
(a) a certificate of good standing of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State their respective jurisdictions of Marylandincorporation or formation;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida;
(c) a copy of the articles of incorporation or certificate of limited partnership, as appropriate, of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State their respective jurisdictions of Marylandincorporation or formation, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation or certificate of limited partnership have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authority;
(d) a copy of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
(g) such additional supporting documents as the Agent may request.
Appears in 1 contract
Supporting Documents. On or prior to the Closing Date, the The Agent shall have received the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiesreceived:
(ai) a copy of the Borrower's certificate of good standing incorporation, certified as of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified recent date by the Secretary of State of the State of FloridaDelaware;
(cii) a copy certificate of the articles Secretary of incorporation State of each Delaware, dated as of a recent date, as to the good standing of the Borrower certified by and as to the charter documents on file in the office of the Secretary of State, or other appropriate governmental authority, ;
(iii) a certificate of the State Secretary or an Assistant Secretary of Marylandthe Borrower, accompanied by dated the date of the initial Loans or the initial Letters of Credit hereunder, delivered as part of the Closing Certificate referred to in clause (iv) below and certifying (A) that attached thereto is a certificate from an appropriate officer true and complete copy of the by-laws of the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Borrower authorizing the restructuring, the Borrowings of New Revolving Loans and the issuance of Letters of Credit hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Notes, the other Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Accounts contemplated hereby, (C) that the copy is complete and that the articles certificate of incorporation have of the Borrower has not been amended, annulled, rescinded, or revoked amended since the date of the certificate of the Secretary of State or furnished pursuant to clause (i) above (other appropriate governmental authority;
(d) a copy than by the filing of the bylaws Certificate of Ownership and Merger with respect to the Borrower by the Debtor on December 2, 1997) and (D) as to the incumbency and specimen signature of each officer of the Borrower in effect on the date of executing this Agreement, accompanied the Notes and the other Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certificate from an appropriate certification by another officer of such the Borrower that as to the copy is true incumbency and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date signature of the bylaws or officer signing the last amendment reflected certificate referred to in this clause (iii)); (1)
(iv) receipt by the Agent of a closing certificate signed by an executive officer of the Borrower, substantially in the copyform of Exhibit L (the "Closing Certificate"), with appropriate insertions and attachments satisfactory in form and substance to the Agent; and
(v) receipt by the Agent of a Notice of Borrowing with respect to the New Term Loans and any New Revolving Loans to be made on the Effective Date, and, if any;
(e) a copy of resolutions of applicable, receipt by the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents Agent and the borrowing thereunder, and specifying relevant Fronting Bank of an Application for the officer or officers issuance of such Borrower authorized any Letters of Credit to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect be issued on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
(g) such additional supporting documents as the Agent may requestEffective Date.
Appears in 1 contract
Supporting Documents. On or prior to the Closing Date, the Agent The Purchaser and its counsel shall have received copies of the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiesdocuments:
(ai) the Charter, certified as of a certificate of good standing of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified recent date by the Secretary of State of the State of FloridaDelaware, and (ii) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all franchise taxes by the Company and listing all documents of the Company on file with said Secretary;
(cb) a copy of the articles of incorporation of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary or an Assistant Secretary of State or other appropriate governmental authority;
the Company dated the Closing Date and certifying: (di) that attached thereto is a true and complete copy of the bylaws By-laws of each Borrower the Company as in effect on the date of such certification; (ii) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, accompanied by a certificate from an appropriate officer the Registration Rights Agreement, the Stock Restriction Agreement and the Stockholders Agreement, the issuance, sale and delivery of such Borrower that the copy is true Preferred Shares and completethe reservation, issuance and delivery of the Conversion Shares, and that all such resolutions are in full force and effect and are all the bylaws have resolutions adopted in connection with the transactions contemplated by this Agreement, the Registration Rights Agreement, the Stock Restriction Agreement and the Stockholders Agreement; (iii) that the Charter has not been amended, annulled, rescinded, or revoked amended since the date of the bylaws or the last amendment reflected referred to in the copy, if any;
certificate delivered pursuant to clause (ea)(ii) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer above; (iv) that the resolutions attached thereto are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date accurate specimens of the certificate;
certificates representing the Company's Preferred Shares and Common Stock; and (fv) an to the incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors specimen signature of each Borrower as officer of the date of Company executing this Agreement, accompanied the Registration Rights Agreement, the Stock Restriction Agreement or the Stockholders Agreement, the stock certificates representing the Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by a certificate from an appropriate another officer of such Borrower that the information is true Company as to the incumbency and complete;signature of the officer signing the certificate referred to in this clause (b); and
(gc) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Agent Purchaser or its counsel reasonably may request.
Appears in 1 contract
Supporting Documents. On or prior to the Closing Datedate of this Agreement, the Agent Bank shall have received the following documents satisfactory in form and substance to the Agent Bank and counsel for the Agent Bank and, as requested by the AgentBank, certified by appropriate corporate or governmental authorities:
(a) a A certificate of good standing of each Borrower of Borrower, Pledgor, and Guarantor certified by the Secretary secretary of Statestate, or other appropriate governmental authority, of the State state of Marylandincorporation of each of Borrower, Pledgor, and Guarantor, respectively;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida;
(c) a copy of the articles of incorporation of each Borrower of Borrower, Pledgor, and Guarantor in effect on the date hereof certified by the Secretary secretary of Statestate, or other appropriate governmental authority, of the State state of Marylandincorporation of each of Borrower, Pledgor, and Guarantor, respectively, accompanied by a certificate from an appropriate officer of such Borrower each of Borrower, Pledgor, and Guarantor, respectively, that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate articles of incorporation or the Secretary of State or other appropriate governmental authoritylast amendment reflected in the copy, if any;
(dc) a copy of the bylaws of each Borrower of Borrower, Pledgor, and Guarantor in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower each of Borrower, Pledgor, and Guarantor, respectively, that the copy is true and complete, complete and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(ed) a copy of resolutions of the Board board of Directors directors of each Borrower of Borrower, Pledgor, and Guarantor authorizing the execution, delivery, and performance of the Loan Documents to which such entity is a party and the borrowing borrowings thereunder, and specifying the officer or officers of such Borrower each of Borrower, Pledgor, and Guarantor authorized to execute the Loan DocumentsDocuments to which such entity is a party, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, rescinded or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) , together with an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower of Borrower, Pledgor and, Guarantor, respectively, as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
(ge) UCC-1 Financing Statements covering the Collateral and such other instruments as necessary to insure Bank a perfected first security interest in the Collateral, subject only to those matters approved by Bank; and
(f) such additional supporting documents as the Agent Bank may request.
Appears in 1 contract
Supporting Documents. On The Company shall have received the following, each in form and substance reasonably satisfactory to the Company and its counsel:
(i) Copies of resolutions of Parent’s and Acquisition Corp.’s respective boards of directors and the sole shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto.
(ii) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in this Agreement and further certifying that the articles or certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified.
(iii) A certificate, dated the Closing Date, executed by the President and Chief Financial Officer of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents.
(iv) A certificate of Computershare Trust Company, Inc., Parent’s transfer agent and registrar, certifying as of the business day prior to the Closing DateDate a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the Agent shall have received number of shares of Parent Common Stock held by each record owner.
(v) Copies of the following documents satisfactory in form audit opinions and substance audit reports from Xxxxxxxx & Company, P.A. with respect to the Agent any and counsel for the Agent and, as requested all financial statements of Parent that had been audited by the Agent, certified by appropriate corporate or governmental authorities:such firm.
(a) a certificate The executed resignations of good standing of each Borrower certified by the Secretary of State, or other appropriate governmental authority, Xxxxxx X. Xxxxxxxxxx as Chairman of the State Board of Maryland;
Directors, President, Chief Financial Officer and Secretary, Divo Milan as a Director, and Xxxxxx Xxxxxxx as Director, with the resignations to take effect at the Effective Time, except that the resignation of Xx. Xxxxxxxxxx as Director shall take effect upon compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder, and (b) a certificate of qualification of each Borrower to transact business the executed releases from Messrs. Xxxxxxxxxx, Xxxxx and Kossuth in the State form attached hereto as Exhibit H-1 and the executed release from Xxxx Xxxxxx in the form attached hereto as Exhibit H-2.
(vii) One or more executed lock-up agreements, substantially in the form attached hereto as Exhibit I, covering the 940,245 shares of Florida certified Parent Common Stock issued and outstanding prior to the Closing that are owned by Xxxx Xxxxxx, or entities owned and/or controlled by him.
(viii) Evidence as of a date within ten (10) days of the Effective Time of the good standing and corporate existence of Parent issued by the Secretary of State of the State of Florida;Nevada.
(cix) Evidence as of a copy date within ten (10) days of the articles Effective Time of incorporation the good standing and corporate existence of each Borrower certified Acquisition Corp. issued by the Secretary of State, or other appropriate governmental authority, State of Delaware.
(x) A representation letter substantially in the form attached hereto as Exhibit K-1 executed by each of the State Directors of Maryland, accompanied Parent and a representation letter substantially in the form attached hereto as Exhibit K-2 executed by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authority;Xxxx Xxxxxx.
(dxi) a copy of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
(g) such Such additional supporting documents documentation and other information with respect to the transactions contemplated hereby as the Agent Company may reasonably request.
Appears in 1 contract
Supporting Documents. On or prior to before the Original Closing Date, the Agent there shall have received been delivered to the Lenders the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiessupporting documents:
(a) a certificate of legal existence and corporate good standing certificates with respect to each of each Borrower certified the Borrowers and the Guarantor dated as of a recent date issued by the Secretary appropriate Secretaries of State, State or other appropriate governmental authority, of the State of Marylandofficials;
(b) a certificate of certificates with respect to the due qualification of each Borrower Alpha and the Guarantor to transact do business in the State Massachusetts dated as of Florida certified a recent date and issued by the Secretary of State of the State of Floridasuch jurisdiction;
(c) a copy copies of the articles of incorporation corporate charter of each Borrower of the Borrowers and the Guarantor, certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary Secretaries of State or other appropriate governmental authorityofficials, as in effect on the date thereof;
(d) a copy certificate of the bylaws Secretary or Assistant Secretary of each Borrower of the Borrowers certifying as to (i) the By-Laws of such Borrower, as in effect on the date thereof; (ii) the incumbency and signatures of this Agreement, accompanied by a certificate from an appropriate officer the officers of such Borrower that who have executed any documents in connection with the copy is true transactions contemplated by this Agreement; and complete(iii) the resolutions of the Board of Directors and, to the extent required by law, the shareholders, of such Borrower authorizing the execution, delivery and performance of this Agreement and the making of any of the Revolving Line of Credit Loans hereunder, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date execution and delivery of the bylaws or the last amendment reflected in the copy, if anyRevolving Line of Credit Notes;
(e) a copy certificate of the Secretary or Assistant Secretary of the Guarantor certifying as to (i) the By-Laws of the Guarantor, as in effect on the date hereof; (ii) the incumbency and signatures of the officers of the Guarantor who have executed any documents in connection with the transactions contemplated by this Agreement; and (iii) the resolutions of the Board of Directors and, to the extent required by law, the shareholders, of each Borrower the Guarantor authorizing the execution, delivery, delivery and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificateGuaranty;
(f) an incumbency certificate containing all other information and documents which the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of Lenders or their counsel may request in connection with the date of transactions contemplated by this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
(g) such additional supporting documents as the Agent may request.
Appears in 1 contract
Supporting Documents. On The Lender shall have received from Borrower and Guarantor, as applicable, on or prior to the Closing Date, the Agent shall have received the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate Date or governmental authoritieswithin such other time period indicated:
(a) a certificate of good standing of each Borrower certified by the Secretary of State, or other appropriate governmental authority, Borrower and Guarantor dated as of the State Closing Date, certifying as to: (i) resolutions of Marylandits Board of Directors authorizing the execution, delivery and performance of this Agreement, the borrowings hereunder, and the execution and delivery to the Lender of each of the Loan Documents, and the full force and effect of such resolutions on the Closing Date; (ii) the incumbency and signature of each of the officers of Borrower and Guarantor signing any of the Loan Documents;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of FloridaThe executed Note;
(c) a copy of the articles of incorporation of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authorityThe executed Pledge Agreement;
(d) a copy of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if anyThe executed Financing Statements;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificateThe executed Guaranty;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and completeThe executed Solvency Certificate;
(g) such additional supporting documents as The executed Subordination Agreement;
(h) The Opinion(s) of Counsel;
(i) Certified copies of the Agent may request.Articles of Incorporation and Bylaws of Borrower and Guarantor and all amendments thereto, together with a Certificate of Good Standing of Borrower and Guarantor and proof of qualification to do business in each jurisdiction in which Borrower's and Guarantor's business is conducted;
(j) Evidence or certification that, from the date of the latest financial information furnished to Lender by Borrower and Guarantor there has been no adverse change in the business or financial condition of Borrower or Guarantor;
(k) Evidence or certification that there exists no pending or threatened litigation, the result of which could have a material adverse effect on the business or financial condition of Borrower or Guarantor;
(l) Evidence that the Collateral is owned free and clear of all liens and encumbrances except those in favor of Lender;
(m) Evidence of the Rheem Agreement;
(n) All agreements, documents, instruments or certificates required to be reviewed by Lender in connection with the Asset Purchase;
(o) On or before October 26, 1995, proof satisfactory to Lender that the Asset Purchase has been closed;
Appears in 1 contract
Supporting Documents. On or prior to The Administrative Agent and the Closing Date, the Tranche C Agent shall have received the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by Borrower and each of the Agent, certified by appropriate corporate or governmental authoritiesother Credit Parties:
(a1) a copy of such entity's certificate of good standing incorporation, as amended, certified as of each Borrower certified by a recent date prior to the Secretary of State, or other appropriate governmental authority, of the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified date hereof by the Secretary of State of the State state of Floridaits incorporation or a senior officer of such entity;
(c2) a copy certificate of the articles of incorporation of each Borrower certified by the such Secretary of State, or other appropriate governmental authoritydated as of a recent date prior to the date hereof, as to the good standing of that entity and as to the charter documents on file in the office of such Secretary of State;
(3) a certificate of the State Secretary or an Assistant Secretary of Maryland, accompanied by that entity dated on or prior to a certificate from an appropriate officer recent date prior to the date hereof and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such Borrower certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the borrowing of the Tranche C Loans, the execution, delivery and performance in accordance with their respective terms of this Amendment, the Credit Agreement as amended hereby, the Mortgage Documents, the Tranche C Notes to be executed by it, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Leasehold Collateral contemplated hereby, (C) that the copy is complete and that the articles certificate of incorporation have of that entity has not been amended, annulled, rescinded, or revoked amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State or other appropriate governmental authority;
furnished pursuant to clause (d1) a copy of above, and (D) as to the bylaws incumbency and specimen signature of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that entity executing this Amendment, the copy is true Tranche C Notes to be executed by it and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and the borrowing thereunder, and specifying signature of the officer or officers of such Borrower authorized signing the certificate referred to execute the Loan Documents, accompanied by in this clause (3)); and
(4) a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures Secretary of all duly elected officers and directors State of each Borrower state where each such entity is qualified to do business, dated as of a recent date as to the date good standing of this Agreement, accompanied by a certificate from an appropriate officer of that entity in such Borrower that the information is true and complete;
(g) such additional supporting documents as the Agent may requeststate.
Appears in 1 contract
Supporting Documents. On or prior to the Closing Date, the Agent shall have received the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authorities:
(a) a certificate of good standing of each Borrower certified by the Secretary of StateThe Agent, or other appropriate governmental authority, on behalf of the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida;
(c) a copy of the articles of incorporation of each Borrower certified by the Secretary of StateLenders, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation shall have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authority;
(d) a copy of the bylaws of each Borrower in effect also received on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
Closing Date (ei) a copy of resolutions of the Board of Directors of each Borrower of the Borrowers, certified as in full force and effect on such date by the Secretary or Assistant Secretary of the respective Borrower, authorizing the execution, delivery, delivery and performance of the Loan Documents and authorizing designated officers of the borrowing thereunderBorrowers to execute and deliver the Loan Documents on behalf of the Borrowers, and specifying with respect to Hibbett, to execute and deliver to the officer Agent a Request for Advance or officers Interest Rate Election; (ii) a certificate of the Secretary or Assistant Secretary of each of the Borrowers, dated such date, certifying that (A) an attached copy of the Certificate of Incorporation and bylaws of such Borrower authorized to execute the Loan Documentsas true and correct as of such date, accompanied by a certificate from an appropriate officer (B) that the resolutions are true Certificate of Incorporation and complete, were duly adopted at a duly called meeting Bylaws of such Borrower has not been amended since the date of the last amendment attached thereto and (c) the incumbency and specimen signatures of the designated officers referred to in clause (i) above; (iii) an Opinion of Counsel to the Borrowers in the form required by the Agent and its counsel; and (iv) such additional supporting documents as the Agent or its counsel may reasonably request.
(b) The Agent shall also have received on or before any date after the Closing Date on which a quorum was present and acting throughoutperson becomes a Participating Entity (i) a copy of resolutions of the Board of Directors and, if necessary, the shareholders, partners or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain members of such person certified as in full force and effect on the date thereof by the Secretary or Assistant Secretary of such person, authorizing such person's execution, delivery and performance of, the Loan Documents and all other agreements and instruments that this Agreement requires to be executed, delivered and performed by such person; (ii) a copy of the certificate;
(f) an incumbency certificate containing the namesorganizational documents of such person, titles, certified as true and genuine signatures of all duly elected officers correct on and directors of each Borrower as of the date on which Loan Documents are executed and delivered by such person; (iii) certificates of good standing with respect to such person from the appropriate Governmental Authorities in the jurisdiction under the laws of which such person is incorporated or formed; (iv) an Opinion of Counsel to such person consistent with the form of the Opinions of Counsel to the Borrowers delivered pursuant to subsection (a) of this Section 6.3 (with such changes therein as are appropriate in the circumstances) as to the execution and delivery by such person of the Loan Documents and other matters related thereto; (v) fully executed copies of all Loan Documents that this Agreement requires to be executed or delivered (or both) by such person (including a fully executed Assumption Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true ); and complete;
(gvi) such additional supporting documents as the Agent Lender or its counsel may reasonably request.
Appears in 1 contract
Supporting Documents. On or prior to the Closing Date, the Agent shall have received the following documents satisfactory in form and substance to the Agent and counsel received, with a copy for the Agent andeach Lender, as requested by the Agent, certified by appropriate corporate or governmental authorities:
(ai) a copy of a certificate of good standing for the Company and each Corporate Guarantor from the secretary of each Borrower state of the states of their organizational jurisdiction dated as of a recent date; (ii) certified by copies of the Secretary certificate of Stateincorporation, the by-laws, articles of organization, operating agreement or other appropriate governmental authoritypartnership agreement, as applicable, of the State of Maryland;
Company and each Corporate Guarantor; (biii) a certificate of qualification the Secretary or an Assistant Secretary of the Company and of the Secretary, Assistant Secretary or member as applicable, of each Borrower to transact business in Corporate Guarantor dated the State Closing Date and certifying: (x) that neither the certificate of Florida certified by Incorporation, the Secretary of State of the State of Florida;
(c) a copy of the by-laws, articles of incorporation of each Borrower certified by the Secretary of Stateorganization, operating agreement or other appropriate governmental authoritypartnership agreement, as applicable, of the State Company nor of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not any Corporate Guarantor has been amended, annulled, rescinded, or revoked amended since the date of the certificate of the Secretary of State their certification (or other appropriate governmental authority;
if there has been any such amendment, attaching a certified copy thereof); (dy) that attached thereto is a copy of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a complete copy of resolutions adopted by the board of directors of the Board Company and by the board of Directors directors or other governing body or Persons of each Borrower Corporate Guarantor authorizing the execution, delivery, delivery and performance of each Loan Document to which it is a party and, with respect to the Company, the borrowings and other extensions of credit hereunder; and (z) the incumbency and specimen signature of each officer of the Company and of each officer or other authorized Person of each Corporate Guarantor executing each Loan Documents Document to which the Company or any Corporate Guarantor is a party and the borrowing thereunderany certificates or instruments furnished pursuant hereto or thereto, and specifying the a certification by another officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an Company and each Corporate Guarantor as to the incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as signature of the date Secretary or Assistant Secretary of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true Company and complete;
each Corporate Guarantor; and (giv) such additional supporting other documents as the Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Sbarro Inc)
Supporting Documents. On or prior to the Closing Datedate hereof, the Agent Bank shall have received the following documents supporting documents, all of which shall be satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiesBank:
(a) a certificate or certificates, dated as of good standing the date hereof, of (i) the Secretary or any Assistant Secretary of each Borrower certified certifying (A) that attached thereto is a true and correct copy of certain resolutions adopted by the Secretary Board of StateDirectors of the Borrower authorizing the execution, delivery and performance of the Loan Documents and the performance of the obligations of the Borrower and the borrowings thereunder, which resolutions have not been altered or amended in any respect, and remain in full force and effect at all times since their adoption; (B) that attached thereto is a true and correct copy of the Certificate of Incorporation of the Borrower, and that such Certificate of Incorporation has not been altered or amended, and no other charter documents have been filed, since the date of the filing of the last amendment thereto or other appropriate governmental authority, of charter document as indicated on the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida;
Florida or other appropriate public official in any other state of incorporation attached thereto: (cC) that attached thereto is a true and correct copy of the articles Bylaws of incorporation the Borrower and that such Bylaws are in full force and effect and no amendment thereto is pending which would in any way affect the ability of each the Borrower certified to enter into and perform the Obligations contemplated hereby; and (D) the incumbency and signatures of the officers of the Borrower signing the Loan Documents and any report, certificate, letter or other instrument or document furnished by the Borrower in connection therewith, and (ii) another authorized officer of the Borrower certifying the incumbency and signature of the Secretary or Assistant Secretary of State, the Borrower; and
(b) a certificate or other appropriate governmental authority, certificates of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Florida Secretary of State or other appropriate governmental authority;
(d) public official in any other state of incorporation, dated as of a copy recent date, as to the good standing of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
(g) such additional supporting documents as the Agent may requestBorrowers.
Appears in 1 contract
Samples: Loan Agreement (Orange Co Inc /Fl/)
Supporting Documents. On or prior to the Closing Datedate of this Agreement, the Agent Lender shall have received the following documents satisfactory in form and substance to the Agent Lender and counsel for the Agent Lender and, as requested by the AgentLender, certified by appropriate corporate or governmental authorities:
(a) a A certificate of good standing of each Borrower certified by the Secretary secretary of Statestate, or other appropriate governmental authority, of the State state of Marylandincorporation of such Borrower;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida;
(c) a A copy of the articles of incorporation of each Borrower in effect on the date hereof certified by the Secretary secretary of Statestate, or other appropriate governmental authority, of the State state of Marylandincorporation of such Borrower, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary secretary of State state or other appropriate governmental authority;
(dc) a A copy of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, complete and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(ed) a A copy of resolutions of the Board board of Directors directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing borrowings thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, rescinded or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) , together with an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each such Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
(ge) UCC-1 Financing Statements (local and state) covering personal property and fixtures encumbered by the Mortgage, or otherwise a portion of the collateral for the loan or loans evidenced hereby, and such additional supporting documents other instruments as necessary to insure Lender a perfected first security interest in such personal property and fixtures, subject only to those matters approved by Lender;
(f) A mortgagee title insurance binder and policy insuring the Agent may request.Mortgage as a valid first lien on the property covered thereby, subject only to those exceptions approved in writing by Lender, issued by a title insurance company satisfactory to Lender, and including any reinsurance agreements required by Lender;
Appears in 1 contract
Samples: Loan Agreement (Orange Co Inc /Fl/)
Supporting Documents. On At or prior to the Closing DateEffective Time, the Agent Company and its counsel shall have received copies of the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiessupporting documents:
(ai) a certificate of good standing of each Borrower certified by the Secretary of State, or other appropriate governmental authority, copies of the State Certificate of Maryland;
(b) Incorporation of Parent, and all amendments thereto, certified as of a certificate of qualification of each Borrower to transact business in the State of Florida certified recent date by the Secretary of State of the State of FloridaDelaware, and a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of Parent and listing all documents of Parent on file with said Secretary;
(cii) a copy copies of the articles Certificate of incorporation Incorporation of each Borrower Acquisition Corp., and all amendments thereto, certified as of a recent date by the Secretary of State, or other appropriate governmental authority, State of the State of MarylandNew Jersey, accompanied by and a certificate from an appropriate officer of such Borrower that said Secretary dated as of a recent date as to the copy is complete due incorporation and that the articles good standing of incorporation have not been amended, annulled, rescinded, or revoked since the date Acquisition Corp. and listing all documents of the Acquisition Corp. on file with said Secretary;
(iii) a certificate of the Secretary or an Assistant Secretary of State or other appropriate governmental authority;
Parent as of the Effective Time certifying (dw) that attached thereto is a true and complete copy of the bylaws Bylaws of each Borrower Parent as in effect on the date of such certification; (x) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of Parent authorizing the execution, delivery and performance of this Agreement, accompanied and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by a certificate from an appropriate officer of such Borrower this Agreement; (y) that the copy is true and complete, and that the bylaws Articles of Incorporation of Parent have not been amended, annulled, rescinded, or revoked amended since the date of the bylaws or the last amendment reflected referred to in the copycertificate delivered pursuant to clause (i) above; and (z) as to the incumbency and specimen signature of each officer of Parent executing this Agreement and any certificate or instrument furnished pursuant hereto, if any;and a certification by another officer of Parent as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (iii); and
(eiv) a certificate of the Secretary or an Assistant Secretary of each of Acquisition Corp. as of the Effective Time certifying (w) that attached thereto is a true and complete copy of the By-laws of Acquisition Corp. as in effect on the date of such certification; (x) that attached thereto is a true and complete copy of resolutions of adopted by the Board of Directors of each Borrower Acquisition Corp. authorizing the execution, delivery, delivery and performance of the Loan Documents and the borrowing thereunderthis Agreement, and specifying the officer or officers of that all such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain still in full force and effect on and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (y) that the Certificate of Incorporation of Acquisition Corp. have not been amended since the date of the certificate;
last amendment referred to in the certificate delivered pursuant to clause (fii) an above; and (z) as to the incumbency and specimen signature of each officer of Acquisition Corp. executing this Agreement and any certificate containing the names, titlesor instrument furnished pursuant hereto, and genuine signatures a certification by another officer of all duly elected officers Acquisition Corp. as to the incumbency and directors of each Borrower as signature of the date of officer signing the certificate referred to in this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
paragraph (g) such additional supporting documents as the Agent may request.iv); and
Appears in 1 contract
Samples: Merger Agreement (Globespan Inc/De)
Supporting Documents. On or prior to the Closing Date, the Agent Purchasers and their counsel shall have received copies of the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiessupporting documents:
(a) a certificate of good standing of each Borrower certified by the Secretary of State, or other appropriate governmental authority, (i) copies of the State Company's Amended and Restated Certificate of Maryland;
(b) a certificate Incorporation, certified as of qualification of each Borrower to transact business in the State of Florida certified Closing Date by the Secretary of State of the State of FloridaDelaware, (ii) a certificate of said Secretary of State, dated as of a recent date, as to the due incorporation and good standing of the Company and its Subsidiaries and listing all documents of the Company on file with said Secretary of State, and (iii) a facsimile, telegram or telex from said Secretary as of the close of business on the business day preceding the Closing Date as to the continued good standing of the Company;
(b) [Intentionally Omitted];
(c) a certificate of the Secretary of the Company, dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the articles By-laws of incorporation the Company as in effect on the date of each Borrower certified such certification; (ii) that attached thereto is a true and complete copy of resolutions adopted by the Secretary Board of State, or other appropriate governmental authority, Directors of the State Company authorizing the execution, delivery and performance of Marylandthis Agreement, accompanied each of the Related Documents and each of the Other Financing Documents, the issuance, sale and delivery of the Preferred Stock and Warrants to the Purchasers by a certificate from an appropriate officer of the Company, and that all such Borrower resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereunder and thereunder; (iii) that the copy is complete and that the articles Company's Restated Certificate of incorporation have Incorporation has not been amended, annulled, rescinded, or revoked amended (other than by the amendment and restatement of the Company's Restated Certificate of Incorporation by the Amended and Restated Certificate of Incorporation) since the date of the certificate delivered pursuant to 10 CLAUSE (a)(ii) above; and (iv) the incumbency and specimen signature of each officer of the Secretary Company executing this Agreement, each of State the Related Documents, each of the Other Financing Documents, the stock certificate or other appropriate governmental authority;certificates representing the Preferred Stock, Warrants and any certificate or instrument furnished pursuant hereto or thereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this CLAUSE (C); and
(d) a copy of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any[Intentionally Omitted];
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the information is true and complete;
(g) such additional supporting documents documents, instruments, certificates, opinions and other information with respect to the operations and affairs of the Company as the Agent Purchasers or their counsel may reasonably request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Berry Plastics Acquisition Corp Iii)
Supporting Documents. On or prior to the Closing Date, the The Administrative Agent shall have received the following documents satisfactory in form and substance with respect to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiesBorrower:
(ai) a copy of the Borrower’s certificate of good standing incorporation, as amended, certified as of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified recent date by the Secretary of State of the State state of Floridaits incorporation or formation;
(cii) a certificate of the Secretary of State of the state of the Borrower’s incorporation, dated as of a recent date, as to the good standing of the Borrower (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the articles by-laws of the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the board of directors of the Borrower or an authorized committee thereof authorizing the Borrowings and Letter of Credit issuances hereunder and the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder, (C) that the certificate of incorporation of each the #90303017v26 55 Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have has not been amended, annulled, rescinded, or revoked amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State or other appropriate governmental authority;
furnished pursuant to clause (i) above, and (dD) a copy of as to the bylaws incumbency and specimen signature of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true entity executing this Agreement and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of the Borrower as to the incumbency and the borrowing thereunder, and specifying signature of the officer or officers signing the certificate referred to in this clause (iii)); and
(iv) an Officer’s Certificate from the Borrower certifying (A) as to the accuracy in all material respects of such Borrower authorized to execute the representations and warranties contained in the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true Documents as though made on and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date Closing Date, except to the extent that any such representation or warranty by its terms is made as of this Agreementa different specified date, accompanied by a certificate from an appropriate officer in which case such representation or warranty shall be or was true and correct in all material respects as of such Borrower date (provided that the information any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and complete;
correct in all respects as of the applicable date), in each case before and after giving effect to the Transactions and (gB) such additional supporting documents as to the Agent may requestabsence of any Default or Event of Default occurring and continuing on the Closing Date before and after giving effect to the Transactions.
Appears in 1 contract
Supporting Documents. On or prior to the Closing Date, the The Administrative Agent shall have received the following documents satisfactory in form and substance with respect to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiesBorrower:
(ai) a copy of the Borrower’s certificate of good standing incorporation, as amended, certified as of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified recent date by the Secretary of State of the State state of Floridaits incorporation or formation;
(cii) a certificate of the Secretary of State of the state of the Borrower’s incorporation, dated as of a recent date, as to the good standing of the Borrower (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the articles by-laws of the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the board of directors of the Borrower or an authorized committee thereof authorizing the Borrowings hereunder and the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder, (C) that the certificate of incorporation of each the Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have has not been amended, annulled, rescinded, or revoked amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State or other appropriate governmental authority;
furnished pursuant to clause (di) a copy of above, and (D) as to the bylaws incumbency and specimen signature of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true entity executing this Agreement and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of #10384228v33 the Borrower as to the incumbency and the borrowing thereunder, and specifying signature of the officer or officers signing the certificate referred to in this clause (iii)); and
(iv) an Officer’s Certificate from the Borrower certifying (A) as to the accuracy in all material respects of such Borrower authorized to execute the representations and warranties contained in the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true Documents as though made on and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date Closing Date, except to the extent that any such representation or warranty by its terms is made as of this Agreementa different specified date, accompanied by a certificate from an appropriate officer in which case such representation or warranty shall be or was true and correct in all material respects as of such Borrower date (provided that the information any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and complete;
correct in all respects as of the applicable date), in each case before and after giving effect to the Transactions and (gB) such additional supporting documents as to the Agent may requestabsence of any Default or Event of Default occurring and continuing on the Closing Date before and after giving effect to the Transactions.
Appears in 1 contract
Samples: 364 Day Term Loan Credit Agreement (Delta Air Lines, Inc.)
Supporting Documents. On or prior to the Closing Date, the The Administrative Agent shall have received the following documents satisfactory in form and substance with respect to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authoritiesBorrower:
(ai) a copy of the Borrower’s certificate of good standing incorporation, as amended, certified as of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified recent date by the Secretary of State of the State state of Floridaits incorporation or formation;
(cii) a certificate of the Secretary of State of the state of the Borrower’s incorporation, dated as of a recent date, as to the good standing of the Borrower (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of the articles by-laws of the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the board of directors of the Borrower or an authorized committee thereof authorizing the Borrowings and Letter of Credit issuances hereunder and the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder, (C) that the certificate of incorporation of each the Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have has not been amended, annulled, rescinded, or revoked amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State or other appropriate governmental authority;
furnished pursuant to clause (di) a copy of above, and (D) as to the bylaws incumbency and specimen signature of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true entity executing this Agreement and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of the Borrower as to the incumbency and the borrowing thereunder, and specifying signature of the officer or officers signing the certificate referred to in this clause (iii)); and
(iv) an Officer’s Certificate from the Borrower certifying (A) as to the accuracy in all material respects of such Borrower authorized to execute the representations and warranties contained in the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true Documents as though made on and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date Restatement Effective Date, except to the extent that any such representation or warranty by its terms is made as of this Agreementa different specified date, accompanied by a certificate from an appropriate officer in which case such representation or warranty shall be or was true and correct in all material respects as of such Borrower date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date), in each case before and after giving effect to the Transactions, (B) as to the absence of any Default or Event of Default occurring and continuing on the Restatement Effective Date before and after giving effect to the Transactions and (C) that the information Borrower is true and complete;
in compliance, giving pro forma effect to the Revolving Extensions of Credit on the Restatement Effective Date (g) such additional supporting documents as if any), with the Agent may requestCollateral Coverage Test.
Appears in 1 contract
Supporting Documents. On or prior The Agent shall have received for each of the Borrower, the Guarantors and the MBE Companies:
(i) a copy of such entity's certificate of incorporation, as amended up to and including the Closing Date, the Agent shall have received the following documents satisfactory in form and substance to the Agent and counsel for the Agent and, certified as requested by the Agent, certified by appropriate corporate or governmental authorities:
(a) of a certificate of good standing of each Borrower certified recent date by the Secretary of State, State (or other appropriate governmental authority, applicable Governmental Authority) of the State jurisdiction of Maryland;
(b) a such entity's incorporation; PROVIDED that the Agent may, in its discretion, accept such certificate of qualification incorporation of each the Borrower or any Guarantor certified by a Secretary or Assistant Secretary of the Borrower in lieu of certification by the Secretary of State (or other applicable Governmental Authority), subject to receipt of an undertaking from the Borrower to transact business in the State effect delivery of Florida such documents certified by the Secretary of State of (or other applicable Governmental Authority) promptly after the State of FloridaClosing Date;
(cii) a certificate of such Secretary of State (or other applicable Governmental Authority) of such entity's jurisdiction of incorporation, dated as of a recent date, as to the good standing of such entity and as to the charter documents on file in the office of such Secretary of State (or other applicable Governmental Authority);
(iii) a certificate of the Secretary or an Assistant Secretary of each such entity dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the articles by-laws of such entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of such entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, and that such resolutions are in full force and effect without modification or amendment, (C) that the certificate of incorporation of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have entity has not been amended, annulled, rescinded, or revoked amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State or other appropriate governmental authority;
furnished pursuant to clause (di) a copy of above and (D) as to the bylaws incumbency and specimen signature of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, entity executing this Agreement or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the any other Loan Documents and the borrowing thereunder, and specifying the officer or officers of any other document delivered by it in connection herewith or therewith (such Borrower authorized certificate to execute the Loan Documents, accompanied contain a certification by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any respect and remain in full force and effect on the date of the certificate;
(f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate from an appropriate another officer of such Borrower that entity as to the information is true incumbency and complete;signature of the officer signing the certificate referred to in this clause (iii)); and
(giv) such additional supporting other documents as the Agent may reasonably request.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Us Office Products Co)
Supporting Documents. On or prior to the Closing Date, the Agent The Purchaser shall have received the following documents satisfactory following:
(i) A favorable opinion from Kelley Drye & Warren LLP, counsel to the Company, dated thx Xxxxxxx Xate, in form and substance reasonably satisfactory to the Agent Purchaser with respect to: (A) the Company's corporate existence, power, authority and good standing; (B) the due authorization, execution and delivery of this Agreement and each of the Transaction Documents and the due authorization of the issuance of the Securities contemplated hereby; (C) the validity and enforceability of the Transaction Documents; (D) no conflicts of the Transaction Documents with the charter or bylaws of the Company, any contract known to such counsel, any applicable laws or any judgment, order or decree known to such counsel and applicable to the Company or any Subsidiary; (E) the Company's capitalization (including that all outstanding securities, including the Purchased Shares, are validly issued, fully paid and non-assessable); (F) the due authorization of the Warrant Shares and upon issuance thereof in accordance with the terms of the Warrant that such shares will be validly issued, fully paid and nonassessable; (G) the sale of the Purchased Shares and the issuance of the Warrant as exempt transactions under the Securities Act; (H) the exemption from registration under the Securities Act of the Warrant Shares when issued pursuant to this Agreement; (I) no threatened or pending legal or governmental investigations, actions, suits or proceedings known to such counsel against or affecting the Company or any Subsidiary or which would reasonably be expected to result in a Material Adverse Change with respect to the Company; and (J) no Governmental Approvals required to be obtained by the Company for the Agent andexecution and delivery of, as requested by or the Agentconsummation of the transactions contemplated by, certified by appropriate corporate or governmental authorities:the Transaction Documents;
(aii) a certificate of A favorable opinion from Kelley Drye & Warren LLP, counsel to the Founders, dated txx Xxxxxxx Date, in form and substance reasonably satisfactory to the Purchaser with respect to: (A) the corporate existence, power, authority and good standing of each Borrower certified of Ridgecrest and Pierpont; (B) the due authorization, execution and deliverx xx xxxs Agreement and each of the Transaction Documents by each of the Founders and the due authorization of the sale of the Purchased Shares contemplated hereby; (C) the validity and enforceability of the Transaction Documents; (D) no conflicts of the Transaction Documents with the charter or bylaws of each of Ridgecrest and Pierpont, any contract known to such counsel, any applicable laws or any judgment, order or decree known to such counsel and applicable to any Founder (E) upon delivery of the Purchased Shares to be sold by the Secretary Founder and payment therefor pursuant hereto, and assuming the Purchaser has no notice of Stateadverse claims, or other appropriate governmental authority, the Purchaser shall be a "protected purchaser" of such Purchased Shares within the meaning of Section 8-303 of the State of MarylandUCC;
(biii) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the State of Florida;
(c) a copy of the articles of incorporation of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or other appropriate governmental authority;
(d) a copy of the bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any;
(e) a copy Copies of resolutions of the Board of Directors of each Borrower the Company, certified by the Secretary or other authorized officer of the Company, authorizing and approving the execution, delivery, delivery and performance of the Loan Transaction Documents to which the Company is a party and all other documents and instruments to be delivered by the borrowing thereunderCompany pursuant hereto and thereto;
(iv) Copies of resolutions of the board of directors of each of the Founders, which is not a natural person certified by the respective secretary or other authorized officer of each such Founder, authorizing and specifying approving the officer or execution, delivery and performance of the Transaction Documents to which such Founder is a party and all other documents and instruments to be delivered by such Founder pursuant hereto and thereto;
(v) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers of such Borrower authorized to execute the Loan Documents, accompanied Transaction Documents to be executed by a certificate from an appropriate officer the Company and (B) further certifying that the resolutions are true certificate of incorporation and complete, were duly bylaws of the Company delivered to the Purchaser at the time of the execution of this Agreement have been validly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, amended or revoked in any respect and remain in full force and effect on the date of the certificatemodified;
(fvi) an incumbency A certificate containing of good standing with respect to the names, titles, Company from the Secretary of State of Delaware and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by a certificate of good standing with respect to each of Ridgecrest and Pierpont from an appropriate officer the Secretary of such Borrower that the information is true and complete;State of New York; and
(gvii) such Such additional supporting documents documentation and other information with respect to the transactions contemplated by this Agreement as the Agent Purchaser or its counsel, Skadden, Arps, Slate, Meagher & Flom LLP, may reasonably request.
Appears in 1 contract
Samples: Stock and Warrant Purchase Agreement (Optionable Inc)
