Supporting Documents. On or prior to the date hereof, the Bank shall have received the following supporting documents, all of which shall be satisfactory in form and substance to the Bank: (a) a certificate or certificates, dated as of the date hereof, of (i) the Secretary or any Assistant Secretary of the 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 charter document as indicated on the certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation 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; and (b) a certificate or certificates of Delaware Secretary of State or other appropriate public official in any other state of incorporation, dated as of a recent date, as to the good standing of the Borrower.
Appears in 1 contract
Supporting Documents. On or prior to the date hereof, the Bank The Purchasers and their counsel shall have received copies of the following supporting documents, all of which shall be satisfactory in form and substance to the Bank:
(ai) (A) the Charter, certified as of a recent date by the Secretary of State of the State of Delaware, (B) a certificate or certificates, of said Secretary dated as of a recent date as to the date hereofdue incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary, and (iC) certificates of good standing or authority to conduct business from each state in which the absence of such good standing or authority to conduct business would have a Material Adverse Effect on the Company;
(ii) a certificate of the Secretary or any an Assistant Secretary of the Borrower certifying Company dated the Closing Date and certifying: (A) that attached thereto is a true and correct complete copy of certain resolutions adopted by its Board of Directors authorizing the execution, delivery and performance By-laws of the Loan Documents and Company as in effect on the performance date 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 adoptionsuch certification; (B) that attached thereto is a true and correct complete copy of all resolutions adopted by the Certificate Board of Incorporation Directors or the stockholders of the BorrowerCompany authorizing the execution, delivery and performance of this Agreement, the Third Amended and Restated Registration Rights Agreement and the Amended and Restated Stock Restriction Agreement, the issuance, sale and delivery of the Preferred Shares and the reservation, issuance and delivery of the Conversion Shares, and that all 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 charter document as indicated on the certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation attached thereto; (C) that attached thereto is a true and correct copy of the Bylaws of the Borrower and that such Bylaws resolutions are in full force and effect and no amendment thereto is pending which would are all the resolutions adopted in any way affect connection with the ability transactions contemplated by this Agreement, the Third Amended and Restated Registration Rights Agreement and the Amended and Restated Stock Restriction Agreement; (C) that the Charter has not been amended since the date of the Borrower last amendment referred to enter into and perform in the Obligations contemplated herebycertificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and signatures specimen signature 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 each officer of the Borrower certifying Company executing this Agreement, the Third Amended and Restated Registration Rights Agreement and the Amended and Restated Stock Restriction Agreement, the stock certificates representing the Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the Secretary or Assistant Secretary of officer signing the Borrowercertificate referred to in this clause (ii); and
(biii) a certificate or certificates of Delaware Secretary of State or such additional supporting documents and other appropriate public official in any other state of incorporation, dated as of a recent date, as information with respect to the good standing operations and affairs of the BorrowerCompany as the Purchasers or their counsel reasonably may request.
Appears in 1 contract
Sources: Class F Convertible Preferred Stock Purchase Agreement (Careerbuilder Inc)
Supporting Documents. On or prior to the date hereof, the Bank The Company shall have received the following supporting documentsfollowing, all of which shall be satisfactory each in form and substance reasonably satisfactory to the BankCompany and its counsel:
(a) a certificate or certificates, dated as of the date hereof, of (i) Copies of resolutions of Parent’s and Acquisition Corp.’s respective boards of directors and the Secretary or any Assistant Secretary sole shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the Borrower certifying (A) that attached thereto is a true and correct copy of certain resolutions adopted by its Board of Directors authorizing extent applicable, the execution, delivery and performance of this Agreement, the Loan Documents 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 performance respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the obligations officers authorized to execute the documents referred to in this Agreement and further certifying that the articles or certificates of the Borrower incorporation and the borrowings thereunder, which resolutions by-laws of Parent and Acquisition Corp. appended thereto have not been altered amended or amended in any respectmodified.
(iii) A certificate, dated the Closing Date, executed by the President and remain in full force Chief Financial Officer of each of the Parent and effect at all times since their adoption; (B) that attached thereto is a true and correct copy Acquisition Corp., certifying that, except for the filing of the Certificate of Incorporation 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 BorrowerMerger shall have been duly made or obtained, and that such 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 Incorporation has not 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 Date 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 number of shares of Parent Common Stock held by each record owner.
(v) Copies of the audit opinions and audit reports from ▇▇▇▇▇▇▇▇ & Company, P.A. with respect to any and all financial statements of Parent that had been altered or amendedaudited by such firm.
(a) The executed resignations of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ as Chairman of the Board of Directors, President, Chief Financial Officer and Secretary, Divo Milan as a Director, and no other charter documents have been filed▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Director, since with the date resignations to take effect at the Effective Time, except that the resignation of ▇▇. ▇▇▇▇▇▇▇▇▇▇ as Director shall take effect upon compliance with Section 14(f) of the filing Exchange Act and rules promulgated thereunder, and (b) the executed releases from Messrs. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and Kossuth in the form attached hereto as Exhibit H-1 and the executed release from ▇▇▇▇ ▇▇▇▇▇▇ 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 Parent Common Stock issued and outstanding prior to the Closing that are owned by ▇▇▇▇ ▇▇▇▇▇▇, or entities owned and/or controlled by him.
(viii) Evidence as of a date within ten (10) days of the last amendment thereto or other charter document as indicated on Effective Time of the certificate good standing and corporate existence of Parent issued by the Secretary of State of the State Nevada.
(ix) Evidence as of Delaware or other appropriate public official in any other state of incorporation attached thereto; a date within ten (C10) that attached thereto is a true and correct copy days of the Bylaws Effective Time of the Borrower good standing and that such Bylaws are in full force and effect and no amendment thereto is pending which would in any way affect the ability corporate existence 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 Acquisition Corp. issued 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
(b) a certificate or certificates of Delaware Secretary of State or of Delaware.
(x) A representation letter substantially in the form attached hereto as Exhibit K-1 executed by each of the Directors of Parent and a representation letter substantially in the form attached hereto as Exhibit K-2 executed by ▇▇▇▇ ▇▇▇▇▇▇.
(xi) Such additional supporting documentation and other appropriate public official in any other state of incorporation, dated as of a recent date, as information with respect to the good standing of transactions contemplated hereby as the BorrowerCompany may reasonably request.
Appears in 1 contract
Supporting Documents. On or prior to the date hereofof this Agreement, the Bank Administrative Agent shall have received the following supporting documents, all of which shall other documents and instruments required hereunder or otherwise reasonably required by Lenders to be satisfactory executed and delivered or otherwise provided to Administrative Agent in form and substance satisfactory to the BankLenders and their counsel, including without limitation:
(a) a certificate of good standing of Borrower and each Guarantor certified by the secretary of state, or certificatesother appropriate governmental authority, dated as of the date hereofstate of incorporation of Borrower and each Guarantor;
(b) certificates of qualification to do business of Borrower and each Guarantor certified by the secretary of state, or other appropriate governmental authority, of (i) each state in which the Secretary chief executive office or any Assistant Secretary material manufacturing plant of Borrower or the Guarantor is located;
(c) A copy of the articles of incorporation of Borrower certifying and each Guarantor, accompanied by a certificate from an appropriate officer of Borrower and each Guarantor that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked except as reflected in the copy, if any;
(Ad) a copy of the bylaws of Borrower and each Guarantor in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of Borrower and each Guarantor that attached thereto the copy is a true and correct complete and that the bylaws have not been amended, annulled, rescinded, or revoked except as reflected in the copy, if any;
(e) a copy of certain resolutions adopted by its Board of Directors the board of directors of Borrower and each Guarantor authorizing the execution, delivery delivery, and performance of the Loan Documents to which it is a party and the performance transactions thereunder, and specifying the officer or officers of the obligations of the Borrower and each Guarantor authorized to execute the borrowings thereunderLoan 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 resolutions a quorum was present and acting throughout, or were duly adopted by written action, and have not been altered amended, annulled, rescinded or amended revoked in any respect, 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 on the date of the filing certificate, together with an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers of Borrower and each Guarantor as of the last amendment thereto or other charter document as indicated on date of this Agreement, accompanied by a certificate from an appropriate officer that the certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation attached thereto; (C) that attached thereto information 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 Borrowercomplete; and
(bf) a certificate or certificates of Delaware Secretary of State or other appropriate public official in any other state of incorporation, dated such additional supporting documents as of a recent date, as to the good standing of the BorrowerLenders may request.
Appears in 1 contract
Sources: Credit Agreement (Flanders Corp)
Supporting Documents. On or prior to the date hereof, the Bank The Purchaser and its counsel shall have received copies of the following supporting documents, all of which shall be satisfactory in form and substance to the Bank:
(a) a certificate or certificates, dated as of the date hereof, of (i) the Charter, certified as of a recent date by the Secretary of State of the State of Delaware, 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;
(b) a certificate of the Secretary or any an Assistant Secretary of the Borrower certifying Company dated the Closing Date and certifying: (Ai) that attached thereto is a true and correct complete copy of certain the By-laws of 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 its the Board of Directors or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Loan Documents Registration Rights Agreement, the Stock Restriction Agreement and the performance Stockholders Agreement, the issuance, sale and delivery of the obligations Preferred Shares and the reservation, issuance and delivery 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 BorrowerConversion Shares, and that all 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 charter document as indicated on the certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation attached thereto; (C) that attached thereto is a true and correct copy of the Bylaws of the Borrower and that such Bylaws resolutions are in full force and effect and no amendment thereto is pending which would are all the resolutions adopted in any way affect connection with the ability 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 since the date of the Borrower last amendment referred to enter into in the certificate delivered pursuant to clause (a)(ii) above; (iv) that attached thereto are true and perform accurate specimens of the Obligations contemplated herebycertificates representing the Company's Preferred Shares and Common Stock; and (Dv) to the incumbency and signatures specimen signature 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 each officer of the Borrower certifying Company executing this Agreement, 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 another officer of the Company as to the incumbency and signature of the Secretary or Assistant Secretary of officer signing the Borrowercertificate referred to in this clause (b); and
(bc) a certificate or certificates of Delaware Secretary of State or such additional supporting documents and other appropriate public official in any other state of incorporation, dated as of a recent date, as information with respect to the good standing operations and affairs of the BorrowerCompany as the Purchaser or its counsel reasonably may request.
Appears in 1 contract
Supporting Documents. On or prior to the date hereofof this Agreement, the Bank shall have received the following supporting documents, all of which shall be documents satisfactory in form and substance to the Bank and counsel for Bank and, as requested by Bank, certified by appropriate corporate or governmental authorities:
(a) A certificate of good standing of each of Borrower, Pledgor, and Guarantor certified by the secretary of state, or other appropriate governmental authority, of the state of incorporation of each of Borrower, Pledgor, and Guarantor, respectively;
(b) a copy of the articles of incorporation of each of Borrower, Pledgor, and Guarantor in effect on the date hereof certified by the secretary of state, or other appropriate governmental authority, of the state of incorporation of each of Borrower, Pledgor, and Guarantor, respectively, accompanied by a certificate from an appropriate officer of 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 certificates, dated as revoked since the date of the date hereofarticles of incorporation or the last amendment reflected in the copy, of if any;
(ic) the Secretary or any Assistant Secretary a copy of the Borrower certifying (A) bylaws of each of Borrower, Pledgor, and Guarantor in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of each of Borrower, Pledgor, and Guarantor, respectively, that attached thereto the copy is a true and correct 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;
(d) a copy of certain resolutions adopted by its Board of Directors the board of directors of each of Borrower, Pledgor, and Guarantor authorizing the execution, delivery delivery, and performance of the Loan Documents and the performance of the obligations of the Borrower to which such entity is a party and the borrowings thereunder, and specifying the officer or officers of each of Borrower, Pledgor, and Guarantor authorized to execute the Loan Documents 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 altered amended, annulled, rescinded or amended revoked in any respect, 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 on the date of the filing certificate, together with an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers of each of Borrower, Pledgor and, Guarantor, respectively, as of the last amendment thereto or other charter document as indicated on date of this Agreement, accompanied by a certificate from an appropriate officer that the certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation attached thereto; (C) that attached thereto information is a true and correct copy of complete;
(e) UCC-1 Financing Statements covering the Bylaws of Collateral and such other instruments as necessary to insure Bank a perfected first security interest in 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 Collateral, subject only 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 those matters approved 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 BorrowerBank; and
(bf) a certificate or certificates of Delaware Secretary of State or other appropriate public official in any other state of incorporation, dated such additional supporting documents as of a recent date, as to the good standing of the BorrowerBank may request.
Appears in 1 contract
Supporting Documents. On or prior to the date hereofof this Agreement, the Bank Administrative Lender shall have received the following supporting documents, all of which shall other documents and instruments required hereunder or otherwise reasonably required by Lenders to be satisfactory executed and delivered or otherwise provided to Administrative Lender in form and substance satisfactory to the BankLender and their counsel, including without limitation:
(a) a certificate of good standing of Borrower and each Subsidiary certified by the secretary of state, or certificatesother appropriate governmental authority, dated as of the state of incorporation of Borrower and each Subsidiary;
(b) a copy of the articles of incorporation of Borrower and each Subsidiary in effect on the date hereofhereof certified by the secretary of state, or other appropriate governmental authority, of (i) the Secretary state of incorporation of Borrower and each Subsidiary, accompanied by a certificate from an appropriate officer of Borrower and each Subsidiary that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or any Assistant Secretary revoked since the date of the certificate of the secretary of state or other appropriate governmental authority;
(c) a copy of the bylaws of Borrower certifying (A) and each Subsidiary in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of Borrower and each Subsidiary that attached thereto the copy is a true and correct 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;
(d) a copy of certain resolutions adopted by its Board of Directors the board of directors of Borrower and each Subsidiary authorizing the execution, delivery delivery, and performance of the Loan Documents to which it is a party and the performance transactions thereunder, and specifying the officer or officers of the obligations of the Borrower and each Subsidiary authorized to execute the borrowings thereunderLoan 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 resolutions a quorum was present and acting throughout, or were duly adopted by written action, and have not been altered amended, annulled, rescinded or amended revoked in any respect, 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 on the date of the filing certificate, together with an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers of Borrower and each Subsidiary as of the last amendment thereto or other charter document as indicated on date of this Agreement, accompanied by a certificate from an appropriate officer that the certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation attached thereto; (C) that attached thereto information 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 Borrowercomplete; and
(be) a certificate or certificates of Delaware Secretary of State or other appropriate public official in any other state of incorporation, dated such additional supporting documents as of a recent date, as to the good standing of the BorrowerLenders may request.
Appears in 1 contract
Sources: Credit Agreement (Flanders Corp)
Supporting Documents. On or prior to the date hereof, the Bank The Administrative Agent shall have received the following supporting documents, all of which shall be satisfactory in form and substance with respect to the BankBorrower:
(ai) a certificate or certificates, dated as of the date hereof, of (i) the Secretary or any Assistant Secretary of the 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 Borrower’s certificate of Incorporation incorporation, as amended, certified as of a recent date by the Secretary of State of the Borrower, and that such Certificate state of Incorporation has not been altered its incorporation or amended, and no other charter documents have been filed, since the date of the filing of the last amendment thereto or other charter document as indicated on the formation;
(ii) a certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation 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; and
(b) a certificate or certificates of Delaware Secretary of State or other appropriate public official in any other state of ’s incorporation, dated as of a recent date, as to the good standing of the BorrowerBorrower (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 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 the Borrower has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and 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 signature of the officer 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 the representations and warranties contained in the Loan Documents as though made on and as of the Restatement Effective Date, except to the extent that any such representation or warranty by its terms is made as of a different specified date, in which case such representation or warranty shall be or was true and correct in all material respects as of such 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 Borrower is in compliance, giving pro forma effect to the Revolving Extensions of Credit on the Restatement Effective Date (if any), with the Collateral Coverage Test.
Appears in 1 contract
Supporting Documents. On or prior to the date hereofof this Agreement, the Bank Lender shall have received the following supporting documents, all of which shall be documents satisfactory in form and substance to the BankLender and counsel for Lender and, as requested by Lender, 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 incorporation of such Borrower;
(b) A copy of the articles of incorporation of each Borrower in effect on the date hereof certified by the secretary of state, or other appropriate governmental authority, of the state of incorporation 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 certificates, dated as revoked since the date of the date hereof, of (i) the Secretary or any Assistant Secretary certificate of the secretary of state or other appropriate governmental authority;
(c) A copy of the bylaws of each Borrower certifying (A) in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that attached thereto the copy is a true and correct 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;
(d) A copy of certain resolutions adopted by its Board of Directors the board of directors of each Borrower authorizing the execution, delivery delivery, and performance of the Loan Documents and the performance of the obligations of the Borrower and the 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 resolutions a quorum was present and acting throughout, or were duly adopted by written action, and have not been altered amended, annulled, rescinded or amended revoked in any respect, 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 on the date of the filing certificate, together with an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers of such Borrower as of the last amendment thereto date of this Agreement, accompanied by a certificate from an appropriate officer that the information is true and complete;
(e) 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 other charter document instruments as indicated 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 Mortgage as a valid first lien on the certificate of the Secretary of State of the State of Delaware or other appropriate public official property covered thereby, subject only to those exceptions approved in any other state of incorporation attached thereto; (C) that attached thereto is writing by Lender, issued by 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 title insurance company satisfactory 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 therewithLender, and (ii) another authorized officer of the Borrower certifying the incumbency and signature of the Secretary or Assistant Secretary of the Borrower; and
(b) a certificate or certificates of Delaware Secretary of State or other appropriate public official in including any other state of incorporation, dated as of a recent date, as to the good standing of the Borrower.reinsurance agreements required by Lender;
Appears in 1 contract
Sources: Loan Agreement (Orange Co Inc /Fl/)
Supporting Documents. On or prior to the date hereof, the Bank shall have received the following supporting documents, all of which shall be satisfactory in form and substance to the Bank:
(a) a certificate or certificates, dated as of The Lender shall have also received on the date hereof, of Closing Date (i) a copy of resolutions of the Board of Directors of each of the Borrowers, certified as in full force and effect on such date by the Secretary or any Assistant Secretary of the Borrower certifying (A) that attached thereto is a true and correct copy of certain resolutions adopted by its Board of Directors respective 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 charter document as indicated on the certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation 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 authorizing designated officers of the Borrower signing Borrowers to execute and deliver the Loan Documents and any report, certificate, letter or other instrument or document furnished by on behalf of the Borrower in connection therewithBorrowers, and with respect to Hibbett, to execute and deliver to the Lender a Request for Advance or Interest Rate Election or Application forms; (ii) another authorized officer of the Borrower certifying the incumbency and signature a certificate of the Secretary or Assistant Secretary of each of the BorrowerBorrowers, dated such date, certifying that (A) an attached copy of the Certificate of Incorporation and bylaws of such Borrower as true and correct as of such date, (B) that the Certificate of Incorporation and 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; and(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 certificate person becomes a Participating Entity (i) a copy of resolutions of the Board of Directors and, if necessary, the shareholders, partners or 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 organizational documents of such person, certified as true and correct on and as of the date on which Loan Documents are executed and delivered by such person; (iii) certificates of Delaware Secretary good standing with respect to such person from the appropriate Governmental Authorities in the jurisdiction under the laws of State which such person is incorporated or other 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 public official in any other state of incorporation, dated as of a recent date, the circumstances) as to the good standing of the Borrower.the
Appears in 1 contract
Supporting Documents. On or prior to the date hereof, the Bank Sona shall have received the following supporting documents, all of which shall be satisfactory in form and substance to the Bankfollowing:
(a) a certificate or certificates, dated as of the date hereof, of (i) the Secretary or any Assistant Secretary Copies of the Borrower certifying (A) that attached thereto is a true and correct copy resolutions of certain resolutions adopted Sibling’s board of directors, certified by its Board of Directors Secretary, authorizing and approving, to the extent applicable, 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 respectthis Agreement, and remain in full force all other documents and effect at all times since their adoption; instruments to be delivered by them pursuant hereto and thereto.
(Bii) 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 charter document as indicated on the A certificate of incumbency executed by the Secretary of State of Sibling certifying the State of Delaware or other appropriate public official in any other state of incorporation 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 names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the articles of incorporation and bylaws of Sibling and its Subsidiaries appended thereto have not been amended or modified.
(iii) A certificate, dated the Closing Date, executed 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 Borrower signing Acquisition shall have been duly made or obtained, and all material consents by third parties required for the Loan Documents and any report, certificate, letter or other instrument or document furnished by the Borrower in connection therewith, Acquisition have been obtained; and (ii) another authorized officer 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 carrying out of the Borrower certifying the incumbency and signature transactions contemplated by any of the Secretary or Assistant Secretary of the Borrower; andAcquisition Documents.
(biv) a certificate or certificates of Delaware Secretary of State or other appropriate public official in any other state of incorporation, dated Evidence as of a recent date, as to date of the good standing and corporate existence of Sibling and its Subsidiaries issued by the Secretary of 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 BorrowerUnited States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary.
(v) Evidence that Sibling has all tax returns required to be filed in the State of New York and that Sibling has no liabilities for taxes or penalties for failure to timely file tax returns.
(vi) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Sona may reasonably request.
Appears in 1 contract
Sources: Acquisition Agreement (Sibling Entertainment Group, Inc.)
Supporting Documents. On or prior to the date hereofClosing Date, the Bank Agent shall have received the following supporting documents, all of which shall be documents satisfactory in form and substance to the BankAgent 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 certificatesother appropriate governmental authority, dated as of their respective jurisdictions of incorporation 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 date hereofState of Florida;
(c) a copy of the articles of incorporation or certificate of limited partnership, as appropriate, of (i) each Borrower certified by the Secretary of State, or any Assistant other appropriate governmental authority, of their respective jurisdictions of incorporation 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 certifying (A) in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that attached thereto the copy is a true and correct 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 certain resolutions adopted by its of the Board of Directors of each Borrower authorizing the execution, delivery delivery, and performance of the Loan Documents and the performance of the obligations of the Borrower and the borrowings 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 resolutions a quorum was present and acting throughout, or were duly adopted by written action, and have not been altered amended, annulled, rescinded, or amended revoked in any respect, 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 on the date of the filing 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 last amendment thereto or other charter document as indicated on date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation attached thereto; (C) that attached thereto information 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; andcomplete;
(bg) a certificate or certificates of Delaware Secretary of State or other appropriate public official in any other state of incorporation, dated such additional supporting documents as of a recent date, as to the good standing of the BorrowerAgent may request.
Appears in 1 contract
Supporting Documents. On or prior to the date hereof, the Bank The Purchasers and their counsel shall have -------------------- received copies of the following supporting documents, all of which shall be satisfactory in form and substance to the Bank:
(ai) (A) the Charter, certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts, (B) a certificate or certificates, of said Secretary dated as of a recent date as to the date hereofdue incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; and (iC) a certificate of the Secretary or any Assistant Secretary of State of the Borrower certifying jurisdiction of incorporation of each of the Company's subsidiaries dated as of a recent date as to the due incorporation and good standing of such subsidiary;
(ii) a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and correct complete copy of certain resolutions adopted by its Board of Directors authorizing the execution, delivery and performance By-laws of the Loan Documents and Company as in effect on the performance date 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 adoptionsuch certification; (B) that attached thereto is a true and correct complete copy of all resolutions adopted by the Certificate Board of Incorporation Directors or the stockholders of the BorrowerCompany authorizing the execution, delivery and performance of this Agreement, the Registration Rights Amendment and the Stock Restriction Amendment, the issuance, sale and delivery of the Shares and the reservation, issuance and delivery of the Conversion Shares, and that all 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 charter document as indicated on the certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation attached thereto; (C) that attached thereto is a true and correct copy of the Bylaws of the Borrower and that such Bylaws resolutions are in full force and effect and no amendment thereto is pending which would are all the resolutions adopted in any way affect connection with the ability transactions contemplated by this Agreement, the Registration Rights Amendment and the Stock Restriction Amendment; (C) that the Charter has not been amended since the date of the Borrower last amendment referred to enter into and perform in the Obligations contemplated herebycertificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and signatures specimen signature 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 each officer of the Borrower certifying Company executing this Agreement, the Registration Rights Amendment or the Stock Restriction Amendment, the stock certificates representing the Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the Secretary or Assistant Secretary of officer signing the Borrowercertificate referred to in this clause (ii); and
(biii) a certificate or certificates of Delaware Secretary of State or such additional supporting documents and other appropriate public official in any other state of incorporation, dated as of a recent date, as information with respect to the good standing operations and affairs of the BorrowerCompany as the Purchasers or their counsel reasonably may request.
Appears in 1 contract
Sources: Series B Convertible Preferred Stock Purchase Agreement (Peritus Software Services Inc)
Supporting Documents. On or prior to the date hereof, the Bank Closing Date such Purchaser and its counsel shall have received copies of the following supporting documents, all of which shall be satisfactory in form and substance to documents from the BankCo-Issuers:
(ai) a certificate or certificates, dated as of the date hereof, copies of (i1) the Secretary or any Assistant Secretary of the Borrower certifying (A) that attached thereto is a true Second Amended 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 Restated Certificate of Incorporation of the BorrowerParent, and that such Certificate including all amendments thereto, certified as of Incorporation has not been altered or amended, and no other charter documents have been filed, since the a recent date of the filing of the last amendment thereto or other charter document as indicated on the certificate of by the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation 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 therewithDelaware, and (ii) another authorized officer of the Borrower certifying the incumbency and signature of the Secretary or Assistant Secretary of the Borrower; and
(b2) a certificate or certificates of Delaware Secretary of State or other appropriate public official in any other state of incorporationsaid Secretary, dated as of a recent date, as to the due incorporation and good standing of Parent, and listing all documents relating to Parent on file with said official;
(ii) copies of (1) the Borrowercertificate of formation of Intermediate Holdco, including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, and (2) a certificate of said Secretary, dated as of a recent date, as to the due organization and good standing of Intermediate Holdco I, and listing all documents relating to Intermediate Holdco on file with said official;
(iii) a certificate of the Secretary or an Assistant Secretary of Parent, dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of the By-laws of Parent as in effect on the date of such certification and at all times since April 28, 1999, (2) that attached thereto is a true and complete copy of resolutions adopted by the Special Committee reflecting its final determination to recommend to the entire board of directors of Parent approval of the transactions contemplated by this Agreement and the Ancillary Agreements, including the issuance, sale and delivery of the Notes, (3) that attached thereto is a true and complete copy of resolutions adopted by the board of directors of Parent (A) authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements, the Offers, the Offers to Purchase, the Offer Documents and other matters relating to the Offers, the issuance, sale and delivery of the Notes, the loan from Intermediate Holdco as contemplated in Section 5.02, the reservation, issuance and delivery of the Conversion Shares and Exchange Notes Conversion Shares upon conversion of the Notes and the approval and, subject to the receipt of Parent Stockholder Approval, adoption of the Third Amended and Restated Certificate of Incorporation and (B) recommending that the stockholders of Parent vote in favor of the matters brought before the Parent Stockholder Meeting, 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 and the Ancillary Agreements and (4) as to the incumbency and specimen signature of each officer of Parent executing this Agreement, the Ancillary Agreements, the certificates representing the Purchaser Notes and any certificate or instrument furnished pursuant hereto, 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
(iv) a certificate of the sole member of Intermediate Holdco, dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of its limited liability company agreement as in effect on the date of its organization and at all times since such date, (2) that attached thereto is a true and complete copy of resolutions adopted by its sole member authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party, the issuance, sale and delivery of the Notes and the loan to Parent by Intermediate Holdco as contemplated in Section 5.02 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 and the Ancillary Agreements and (3) as to the incumbency and specimen signature of each of its authorized representatives executing this Agreement, the Ancillary Agreements, the certificates representing the Purchaser Notes and any certificate or instrument furnished pursuant hereto, and a certification by its sole member as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (iv). All such documents shall be reasonably satisfactory in form and substance to such Purchaser and its counsel.
Appears in 1 contract
Supporting Documents. On or prior to the date hereofclosing date, the Bank Lender shall have received the following supporting documents, all of which shall be documents satisfactory in form and substance to the BankLender and counsel for the Lender and, as requested by the Lender, certified by appropriate corporate or governmental authorities:
(a) a certificate of good standing of each Borrower certified by the Secretary of State, or certificatesother appropriate governmental authority, dated as of the date hereof, state of incorporation;
(ib) a copy of the Secretary or any Assistant Secretary articles of incorporation of each Borrower certified by an appropriate officer of the Borrower certifying that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked;
(Ac) 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 the Borrower that attached thereto the copy is a true and correct 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;
(d) a copy of certain resolutions adopted by its of the Board of Directors of the Borrower authorizing the execution, delivery delivery, and performance of the Loan Documents and the performance of borrowing thereunder, and specifying the obligations officer or officers of the Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and the borrowings thereundercomplete, were duly adopted at a duly called meeting in which resolutions a quorum was present and acting throughout, or were duly adopted by written action, and have not been altered amended, annulled, rescinded, or amended revoked in any respect, 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 on the date of the filing certificate;
(e) an incumbency certificate containing the names and titles of the last amendment thereto or other charter document as indicated on the certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation attached thereto; (C) that attached thereto is a true all duly elected officers and correct copy of the Bylaws directors 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 as of the Borrower to enter into date of this Agreement, accompanied by a certificate from an appropriate officer that the information is true 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; andcomplete;
(bf) a certificate or certificates of Delaware Secretary of State or other appropriate public official in any other state of incorporation, dated such additional supporting documents as of a recent date, as to the good standing of the BorrowerLender may request.
Appears in 1 contract
Sources: Revolving Line of Credit Agreement (Transit Group Inc)
Supporting Documents. On or prior to the date hereof, the Bank The Purchasers and their counsel shall have received copies of the following supporting documents, all of which shall be satisfactory in form and substance to the Bank:
(ai) a certificate or certificates, dated as of the date hereof, of (i) the Secretary or any an Assistant Secretary of the Borrower certifying Company dated the Closing Date and certifying: (A) that attached thereto is a true and correct complete copy of certain the Restated Certificate of Incorporation and By-laws of the Company as in effect on the date of such certification; (B) as to the due incorporation and good standing of the Company and listing all documents of the Company on file with the Secretary of State of the State of New York; (C) that attached thereto is a true and complete copy of all resolutions adopted by its the Board of Directors authorizing the execution, delivery and performance of this Agreement, the Loan Documents Preferred Stock, the Warrants, the Registration Rights Agreement and the performance Stock Restriction Agreement, the issuance, sale and delivery of the obligations Preferred Stock and Warrants and the reservation, issuance and delivery of the Borrower preferred Stock and Warrants and the borrowings thereunderreservation, which resolutions have not been altered or amended in any respect, issuance and remain in full force and effect at all times since their adoption; (B) that attached thereto is a true and correct copy delivery of the Certificate of Incorporation of the BorrowerCommon Conversion Shares and Preferred Conversion Shares, and that all 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 charter document as indicated on the certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation attached thereto; (C) that attached thereto is a true and correct copy of the Bylaws of the Borrower and that such Bylaws resolutions are in full force and effect and no amendment thereto is pending which would are all the resolutions adopted in any way affect connection with the ability of transactions contemplated by this Agreement, the Borrower to enter into Preferred stock, the Warrants, the Registration Rights Agreement and perform the Obligations contemplated herebyStock Restriction Agreement; and (D) that the Restated Certificate of Incorporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (B) above; (E) to the incumbency and signatures specimen signature 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 each officer of the Borrower certifying Company executing this Agreement, the Preferred Stock, the Warrants, the Registration Rights Agreement, or any of the Stock Restriction Agreement and any certificate or instrument furnished pursuant hereto and a certification by another officer of the Company as to the incumbency and signature of the Secretary or Assistant Secretary officer signing the certificate referred to in this clause (i);
(ii) a certificate of the BorrowerTreasurer of the Company dated the Closing Date and certifying as to the payment of all excise taxes by the Company; and
(biii) a certificate or certificates of Delaware Secretary of State or such additional supporting documents and other appropriate public official in any other state of incorporation, dated as of a recent date, as information with respect to the good standing operations and affairs of the BorrowerCompany as the Purchasers or their counsel reasonably may request.
Appears in 1 contract
Sources: Series a Convertible Preferred Stock and Warrant Purchase Agreement (Medical Sterilization Inc)
Supporting Documents. On or prior to the date hereof, the Bank shall have received the following supporting documents, all of which shall be satisfactory in form and substance to the Bank:
(a) a certificate or certificates, dated as of the date hereof, of (i) the Secretary or any Assistant Secretary of the each Borrower certifying (A) that attached thereto is a true and correct copy of certain resolutions adopted by its the Board of Directors 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 charter document as indicated on the certificate of the Secretary of State of the State of Delaware Florida or other appropriate public official in any other state of incorporation 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; and
(b) a certificate or certificates of Delaware the Florida Secretary of State or other appropriate public official in any other state of incorporation, dated as of a recent date, as to the good standing of the BorrowerBorrowers.
Appears in 1 contract
Sources: Loan Agreement (Orange Co Inc /Fl/)
Supporting Documents. On or prior to the date hereof, the Bank Lender shall have received the following supporting documents, all of which shall be satisfactory in form and substance to the BankLender:
(a) a certificate or certificates, dated as of the date hereof, of (i) the Secretary or any Assistant Secretary of the Borrower certifying (A) that attached thereto contained therein is a true and correct copy of certain resolutions adopted by its the Board of Directors 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 Articles of Incorporation of the Borrower, and that such Certificate Articles of Incorporation has 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 charter document as indicated on the certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state incorporation of incorporation the Borrower attached thereto; (C) that attached thereto is a true and correct copy of the Bylaws of the Borrower and that such 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; and;
(b) a certificate or certificates of Delaware the Secretary of State or other appropriate public official in any other of the state of incorporation, 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 similar report or reports setting forth the fair market value of the Borrower’s assets, all in form and content acceptable to the Lender in its sole and absolute discretion; and
(d) an accounts receivable aging report listing all Accounts and showing Qualified Accounts providing a sufficient Borrower Base to support any Advances requested under the Revolving Loan on the closing date.
Appears in 1 contract
Sources: Merger Agreement (Integrated Electrical Services Inc)
Supporting Documents. On or prior to the date hereofClosing Date, the Bank Agent shall have received the following supporting documents, all of which shall be documents satisfactory in form and substance to the BankAgent 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 certificatesother appropriate governmental authority, dated as of their respective jurisdictions of incorporation;
(b) a certificate of qualification of each Borrower to transact business in the State of Florida certified by the Secretary of State of the date hereofState of Florida;
(c) a copy of th articles of incorporation of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of (i) their respective jurisdictions of incorporation, 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 any Assistant Secretary other appropriate governmental authority;
(d) a copy of the bylaws of each Borrower certifying (A) in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that attached thereto the copy is a true and correct 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 certain resolutions adopted by its of the Board of Directors of each Borrower authorizing the execution, delivery delivery, and performance of the Loan Documents and the performance of the obligations of the Borrower and the borrowings 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 resolutions a quorum was present and acting throughout, or were duly adopted by written action, and have not been altered amended, annulled, rescinded, or amended revoked in any respect, 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 on the date of the filing 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 last amendment thereto or other charter document as indicated on date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that the certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation attached thereto; (C) that attached thereto information 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; andcomplete;
(bg) a certificate or certificates of Delaware Secretary of State or other appropriate public official in any other state of incorporation, dated such additional supporting documents as of a recent date, as to the good standing of the BorrowerAgent may request.
Appears in 1 contract
Supporting Documents. On or prior Prior to the date hereofClosing Date, the Bank shall have received the following supporting documents, all of which shall be satisfactory in form and substance to the Bank:
(a) copies of the Certificate of Incorporation or other organizational document of each Borrower and the organizational document of each Guarantor, as amended, certified by the Secretary of State of its jurisdiction of incorporation or formation; (b) a certificate of the Secretary of State of its jurisdiction of incorporation or certificatesformation, and the Secretary of State of each other state in which such Borrower or Guarantor is transacting any material amount business as to the good standing of such Borrower and each Guarantor in those respective states, each dated a recent date; (c) a certificate of an Authorized Representative of each Borrower and Guarantor dated the Closing Date and certifying (i) that (A) attached thereto is a copy of the By-laws, partnership agreement or operating agreement of such Borrower or Guarantor in existence as of the date hereofof such certificate and since the day before the date of the resolutions or other authorization referenced in clause (ii) below, and (B) there have been no amendments to the Certificate of (i) Incorporation or other organizational document of such Borrower since the date of the last amendment thereto indicated on the certificates of the Secretary or any Assistant Secretary of the Borrower certifying State furnished pursuant to clause (Aa) above; (ii) that attached thereto is a true and correct complete copy of certain resolutions or other authorization adopted by its the Board of Directors or other governing body of such Borrower and Guarantor authorizing the execution, execution and delivery and performance of the Loan Documents and the performance of the obligations of the executed by such 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 adoptionGuarantor; (Biii) 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 charter document as indicated on the certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation 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 specimen signature of the officers Authorized Representative of such Borrower and Guarantor executing the Borrower signing the respective Loan Documents executed by such Borrower or Guarantor and any report, certificate, letter other documents and instruments furnished pursuant hereto or other instrument or document furnished thereto and a certification by the Borrower in connection therewith, and (ii) another authorized officer of the such Borrower certifying or Guarantor as to the incumbency and signature of the Secretary Authorized Representative of each Borrower or Assistant Secretary Guarantor; (d) the audited annual financial statements for the Borrowers (and Guarantors, if separately shown, prepared in accordance with Partial GAAP) for the Fiscal Year ending December 31, 1996 and (e) quarterly financial statements of the Borrower; and
Borrowers (band Guarantors, if separately shown, prepared in accordance with Partial GAAP) a certificate or certificates of Delaware Secretary of State or other appropriate public official in any other state of incorporationfor the Fiscal Quarter ending June 30, dated as of a 1997 and the quarterly financial statements for the most recent dateFiscal Quarter thereafter, as to the good standing of the Borrowerif available.
Appears in 1 contract
Supporting Documents. On or prior to the date hereof, the Bank The Buyer shall have received the following supporting documents, all of which shall be satisfactory in form and substance to the Bank:
following: (a) a certificate or certificates, dated as of the date hereof, of (i) the Secretary or any Assistant Secretary of the 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 A copy of the Certificate of Incorporation of the BorrowerSeller, and that such Certificate all amendments thereto, certified as of Incorporation has not been altered or amended, and no other charter documents have been filed, since a recent date by the date Secretary of State of the filing State of the last amendment thereto Illinois; (b) One or other charter document as indicated on the certificate more certificates of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation 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; and
(b) a certificate or certificates of Delaware Secretary of State or other appropriate public official in any other state of incorporation, Illinois dated as of a recent datedate 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 more certificates of officials from the jurisdictions listed on Schedule 3.1 hereto as to the good standing of the Borrower.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 By-laws of the Seller as in effect on the date of such certification, (ii) that the Certificate of Incorporation of the Seller has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to Subsection (a) above, (iii) that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors and the shareholders of the Seller approving the transactions contemplated hereby and authorizing the execution, delivery and performance by the Seller of this Agreement and the sale and transfer of the Purchased Assets as in effect on the date of such certification, and (iv) as to the 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) Such reasonable additional supporting documents and other information as the Buyer or its counsel may reasonably request; and
Appears in 1 contract
Supporting Documents. On or prior to the date hereof, the Bank The Investors and their counsel shall have received copies of the following supporting documents, all of which shall be satisfactory in form and substance to the Bank:
(ai) (A) the Charter, certified as of a recent date by the Secretary of State of the State of Delaware, (B) a certificate or certificates, of said Secretary dated as of a recent date as to the due incorporation and good standing of BCC, the payment of all excise taxes by BCC and listing all documents of BCC on file with said Secretary, (C) a certificate of the Secretary of State of the jurisdiction of incorporation of each of the Subsidiaries dated as of a recent date hereofas 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;
(iii) a certificate of the Secretary or any an Assistant Secretary of BCC dated the Borrower certifying Closing Date or Option Closing Date and certifying: (A) that attached thereto is a true and correct complete copy of certain resolutions adopted by its Board the By-laws of Directors authorizing BCC as in effect on the execution, delivery and performance date 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 adoptionsuch certification; (B) that attached thereto is a true and correct complete copy of all resolutions adopted by the Certificate Board of Incorporation Directors or the stockholders of BCC authorizing the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Stock Restriction Agreement, the issuance, sale and delivery of the BorrowerPurchased Shares and the reservation, issuance and delivery of the Conversion Shares, and that all 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 charter document as indicated on the certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation attached thereto; (C) that attached thereto is a true and correct copy of the Bylaws of the Borrower and that such Bylaws resolutions are in full force and effect and no amendment thereto is pending which would are all the resolutions adopted in any way affect connection with the ability transactions contemplated by this Agreement and the Registration Rights Agreement, the Stock Restriction Agreement; (C) that the Charter has not been amended since the date of the Borrower last amendment referred to enter into and perform in the Obligations contemplated herebycertificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and signatures specimen signature of each officer of BCC executing this Agreement, the officers of Registration Rights Agreement, the Borrower signing Stock Restriction Agreement, the Loan Documents stock certificates representing the Purchased Shares and any report, certificate, letter certificate or other instrument or document furnished by the Borrower in connection therewithpursuant hereto, and (ii) a certification by another authorized officer of the Borrower certifying BCC as to the incumbency and signature of the Secretary or Assistant Secretary of officer signing the Borrowercertificate referred to in this clause (ii); and
(biii) a certificate or certificates of Delaware Secretary of State or such additional supporting documents and other appropriate public official in any other state of incorporation, dated as of a recent date, as information with respect to the good standing operations and affairs of BCC as the BorrowerInvestors or their counsel reasonably may request.
Appears in 1 contract
Sources: Series B Stock Purchase Agreement (Balanced Care Corp)
Supporting Documents. On or prior to the date hereof, the Bank shall have received the following supporting documents, all of which shall be satisfactory in form and substance to the Bank:
(a) a certificate or certificatesThe Agent, dated as on behalf of the Lenders, shall have also received on the date hereof, of execution of this Agreement (i) a copy of resolutions of the Secretary or any Assistant Board of Directors of the Borrower, certified as in full force and effect on such date by the Secretary of the Borrower certifying (A) that attached thereto is a true and correct copy of certain resolutions adopted by its Board of Directors Borrower, authorizing the execution, delivery and performance of the Loan Documents and the performance authorizing designated officers of the obligations Borrower to execute and deliver the Loan Documents on behalf of the Borrower and to execute and deliver to the borrowings thereunder, which resolutions have not been altered Agent Request for Advance or amended in any respect, Interest Rate Election or Competitive Bid Quote Request forms and remain in full force and effect at all times since their adoptionApplications; (Bii) a certificate of the Secretary of the Borrower, dated such date, certifying that (A) an attached thereto is a true and correct copy of the Certificate of Incorporation and bylaws of the BorrowerBorrower is true and correct as of such date, and (B) that such the Certificate of Incorporation has and Bylaws of the Borrower have not been altered or amended, and no other charter documents have been filed, amended since the date of the filing last amendment attached thereto and (C) the incumbency and specimen signatures of the last amendment thereto or other charter document as indicated on designated officers referred to in clause (i) above; (iii) an Opinion of Counsel to the certificate of Borrower in the Secretary of State of form required by the State of Delaware or other appropriate public official in any other state of incorporation attached Agent; (iv) duly executed Pledge Agreements by the Borrower, the Participating Subsidiaries and the Participating Partnerships to the extent applicable, together with all stock powers, stock certificates and financing statements related thereto; (Cv) evidence satisfactory to the Agent of the receipt of all necessary approvals for the acquisition of NovaCare Rehabilitation Hospital Division (provided, however, that attached thereto is so long as Borrower or one of its Consolidated Entities shall have entered into a true binding agreement to manage a Facility acquired from NovaCare Rehabilitation Hospital Division, Borrower shall have a period of up to 180 days to obtain all governmental approvals for transfer of such Facility), (vi) such additional supporting documents as the Agent may reasonably request; and correct (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 the Bylaws resolutions of the Borrower Board of Directors and that shareholders of such Bylaws are 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 no amendment thereto is pending which would in any way affect performance of, and the ability assumption 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 liability under, the Loan Documents and any reportall other agreements and instruments that this Agreement contemplates will be executed, certificatedelivered and performed by such Subsidiary; (ii) a copy of the Certificate of Incorporation or Articles of Incorporation, letter or other instrument or document furnished 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 connection therewitha 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 (iiiv) another authorized officer of the Borrower certifying the incumbency such other documentation, including but not limited to, opinions, resolutions and signature of the Secretary or Assistant Secretary of the Borrower; and
(b) a certificate or certificates of Delaware Secretary of State or other appropriate public official in any other state of incorporation, dated as of a recent datecertificates, as to the good standing of the BorrowerAgent shall request.
Appears in 1 contract
Sources: Credit Agreement (Healthsouth Corp)
Supporting Documents. On or prior to the date hereofClosing Date, the Bank Purchasers shall have received copies of the following supporting documents, all of which shall be satisfactory in form and substance to the Bank:
(a1) copies of the Certificate of Incorporation of the Company and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware and (2) a certificate or certificates, of said Secretary dated as of a recent date as to the date hereof, due incorporation and good standing of the Company and listing all documents of the Company on file with said Secretary;
(iii) a certificate of the Secretary or any Assistant Secretary of the Borrower certifying Company dated the Closing Date and certifying: (A1) that attached thereto is a true and correct complete copy of certain the Bylaws of the Company as in effect on the date of such certification; (2) that attached thereto is a true and complete copy of resolutions adopted by its the Board of Directors of the Company authorizing the executionexecution and delivery of this Agreement and the Shareholders Agreement Amendment, delivery and performance of the Loan Documents and the performance of this Agreement and the obligations Shareholders Agreement, the filing of the Borrower Restated Certificate of Incorporation, the issuance of the Preferred Shares and the borrowings thereunder, which resolutions have not been altered or amended in any respectConversion Shares and the reservation of shares of Common Stock for issuance upon conversion of the Preferred Shares, and remain that all such resolutions are still in full force and effect at and are all times since their adoptionthe resolutions adopted by the Board of Directors of the Company in connection with the transactions contemplated by this Agreement; (B3) that attached thereto is a true and complete copy of resolutions adopted by the shareholders of the Company authorizing the filing of the Restated Certificate of Incorporation and that all such resolutions are still in full force and effect and are all the shareholder resolutions adopted in connection with the transactions contemplated by this Agreement; (4) that, except for the filing of the Restated Certificate of Incorporation, the Certificate of Incorporation of the Buyer has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(2) above; (5) attached thereto is a true and correct copy of the Certificate of Incorporation of Acquisition Agreement together with all exhibits, annexes, schedules and other material documents executed or delivered in connection with the BorrowerAcquisition (collectively, 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 charter document as indicated on the certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation attached thereto; (C"ACQUISITION DOCUMENTS") 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 (D5) as to the incumbency and signatures specimen signature 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 each officer of the Borrower certifying Company executing this Agreement, the incumbency Shareholders Agreement Amendment and/or any certificate or instrument furnished pursuant hereto;
(iii) such additional supporting documents and signature other information with respect to the operations and affairs of the Secretary Company as the Purchasers or Assistant Secretary of the Borrower; and
(b) a certificate or certificates of Delaware Secretary of State or other appropriate public official their counsel may reasonably request. All such supporting documents shall be satisfactory in any other state of incorporation, dated as of a recent date, as form and substance to the good standing of the BorrowerPurchasers and their counsel.
Appears in 1 contract
Sources: Preferred Stock Purchase Agreement (Alliance Data Systems Corp)
Supporting Documents. On or prior to the date hereof, the Bank The Agent shall have received the following supporting documents, all of which shall be satisfactory in form and substance to the Bankreceived:
(ai) a certificate or certificates, dated as of the date hereof, of (i) the Secretary or any Assistant Secretary of the 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 Borrower's certificate of Incorporation incorporation, certified as of a recent date by the Borrower, and that such Certificate Secretary of Incorporation has not been altered or amended, and no other charter documents have been filed, since the date State of the filing of the last amendment thereto or other charter document as indicated on the Delaware;
(ii) a certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation 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; and
(b) a certificate or certificates of Delaware Secretary of State or other appropriate public official in any other state of incorporationDelaware, 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 the Secretary of State;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower, 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 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 certificate of incorporation of the Borrower has not been amended since the date of the certificate of the Secretary of State furnished pursuant to clause (i) above (other than by the filing of the 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 executing this Agreement, the Notes and the other 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 signature of the officer signing the 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 form 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 applicable, receipt by the Agent and the relevant Fronting Bank of an Application for the issuance of any Letters of Credit to be issued on the Effective Date.
Appears in 1 contract
Supporting Documents. On or prior to the date hereof, the Bank shall The Purchasers and their counsel will have received copies of the following supporting documents, all of which shall be satisfactory in form and substance to the Bank:
(ai) (A) the Certificate of Incorporation of the Parent Company, as amended, certified as of a recent date by the Secretary of State of the State of Delaware, (B) the Certificate of Incorporation of the Borrower, as amended, certified as of a recent date by the Secretary of State of the State of Pennsylvania, (C) a certificate or certificates, of said Secretaries dated as of a recent date as to the date hereofdue incorporation and 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;
(iii) a certificate of the Secretary or any an Assistant Secretary of the Borrower certifying and Parent Company dated as of the Closing Date and certifying: (A) that attached thereto is a true and correct complete 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 Bylaws of the Borrower and Parent Company as in effect on 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 adoptiondate of such certification; (B) that attached thereto is a true and correct complete copy of all resolutions adopted by the Certificate Board 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 charter document as indicated on the certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation attached thereto; (C) that attached thereto is a true and correct copy of the Bylaws 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 Bylaws resolutions are in full force and effect and no amendment thereto is pending which would are all the resolutions adopted in any way affect connection with the ability transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Borrower and Parent Company has not been amended since the date of the last amendment referred to enter into in the certificate delivered pursuant to clause (i)(A) and perform the Obligations contemplated hereby(i)(B) above; and (D) to the incumbency and signatures specimen signature of the officers each officer of the Borrower signing and Parent Company executing any of the Loan Documents and any report, certificate, letter certificate or other instrument or document furnished by the Borrower in connection therewithpursuant hereto, and (ii) a certification by another authorized officer of the Borrower certifying and Parent Company as to the incumbency and signature of the Secretary or Assistant Secretary of officer signing the Borrowercertificate referred to in this clause (ii); and
(biii) a certificate or certificates of Delaware Secretary of State or such additional supporting documents and other appropriate public official in any other state of incorporation, dated as of a recent date, as information with respect to the good standing operations and affairs of the BorrowerBorrower and Parent Company as the 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 date hereof, the Bank shall have received the following supporting documents, all of which shall be satisfactory in form and substance to the Bank:
(a) a certificate or certificatesThe Agent, dated as on behalf of the date hereofLenders, of shall have also received on the Closing Date (i) a copy of resolutions of the Board of Directors of each of the Borrowers, certified as in full force and effect on such date by the Secretary or any Assistant Secretary of the Borrower certifying (A) that attached thereto is a true and correct copy of certain resolutions adopted by its Board of Directors respective 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 charter document as indicated on the certificate of the Secretary of State of the State of Delaware or other appropriate public official in any other state of incorporation 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 authorizing designated officers of the Borrower signing Borrowers to execute and deliver the Loan Documents and any report, certificate, letter or other instrument or document furnished by on behalf of the Borrower in connection therewithBorrowers, and with respect to Hibbett, to execute and deliver to the Agent a Request for Advance or Interest Rate Election; (ii) another authorized officer of the Borrower certifying the incumbency and signature a certificate of the Secretary or Assistant Secretary of each of the BorrowerBorrowers, dated such date, certifying that (A) an attached copy of the Certificate of Incorporation and bylaws of such Borrower as true and correct as of such date, (B) that the Certificate of Incorporation and 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; and(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 certificate person becomes a Participating Entity (i) a copy of resolutions of the Board of Directors and, if necessary, the shareholders, partners or 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 organizational documents of such person, certified as true and correct on and as of the date on which Loan Documents are executed and delivered by such person; (iii) certificates of Delaware Secretary good standing with respect to such person from the appropriate Governmental Authorities in the jurisdiction under the laws of State which such person is incorporated or other 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 public official in any other state of incorporation, dated as of a recent date, the circumstances) as to the good standing execution and delivery by such person of the BorrowerLoan 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); and (vi) such additional supporting documents as the Lender or its counsel may reasonably request.
Appears in 1 contract