Incumbency Certificates definition

Incumbency Certificates. The term as defined in Section 8.1.
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Incumbency Certificates. The term as defined in Section 8.1. “Indebtedness”: With respect to any Person, at a particular time, without duplication (i) indebtedness for borrowed money or for the deferred purchase price of property or services in respect of which such Person is liable (other than current trade payables incurred in the ordinary course of such Person’s business), contingently or otherwise, as obligor, guarantor or otherwise; (ii) obligations under Capital Leases; (iii) all obligations evidenced by notes, bonds, debentures or other similar instruments;
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Examples of Incumbency Certificates in a sentence

  • Seller shall execute and deliver to Purchaser such certificates as may be reasonably requested by the Purchaser, including, but not limited to, an Incumbency Certificates and an officer's certificates certifying that the representations and warranties contained herein are true.

  • At Closing, Buyer shall deliver to Seller the Purchase Consideration and such other documents, instruments and certificates, including without limitation, Secretary’s Certificates and Incumbency Certificates, as Seller shall reasonably request.

  • Annually or more frequently, if requested in writing by Bank, to reflect changes thereto, City will furnish to Bank certificates in the form of Exhibit A ("Incumbency Certificates") of a City officer certifying the incumbency and specimen signatures of officers or agents of City authorized to execute Commercial Paper Notes on behalf of City by manual or facsimile signature and/or to take other action hereunder on behalf of City (each an "Authorized Representative").

  • Administrative Agent and Lenders may conclusively rely on each such certificate until they receive, and have had a reasonable opportunity to act upon, a further certificate of the Secretary or Assistant Secretary of PMC canceling or amending the prior certificate and submitting the signatures of the officers named in the further certificate; ( g) First Western Incumbency Certificates.

  • The Lender shall have received Incumbency Certificates, executed by the respective Secretary or Assistant Secretary of Borrower and each Guarantor which shall identify the name and title and bear the signature of the officers of Borrower and such Guarantor authorized to sign the Loan Documents, and the Lender shall be entitled to rely upon such certificates until informed of any change in writing by Borrower.

  • In conjunction with the Loan, the Borrower executed and delivered or caused to be executed and delivered to Lender an Environmental Indemnity Agreement with respect to the Premises, Incumbency Certificates, Corporate Resolutions, an Estoppel Certificate, a Governmental Regulation Compliance Affidavit, Agency Agreement, an Intercreditor Agreement and related documents (collectively, the "Other Loan Documents").

  • Lernout and Hauspie) shall have executed Incumbency Certificates and delivered the same to Purchaser.

  • Bylaws, and other organizational documents, Certificates of Incumbency, Certificates of Corporate Ownership, current business licenses and such other papers and documents as the Bank shall reasonably request.

  • Such Incumbency Certificates shall include the respective officers' names, title and specimen signatures.

  • Each of the Issuer and the Note Trustee agrees to provide to the Account Bank, prior to instructions being given by it to the Account Bank, an Incumbency Certificate as to its nominated representatives and specimen signatures of such representatives for the giving of such instructions, and to provide the Account Bank with updated Incumbency Certificates in the event of any changes to such details.

Related to Incumbency Certificates

  • Incumbency Certificate has the meaning specified in Section 3(b) hereof.

  • Trustee Incumbency Certificate has the meaning specified in Section 2.05(b).

  • Solvency Certificate means a Solvency Certificate of the chief financial officer (or the equivalent thereof) of each of Holdings and Company substantially in the form of Exhibit F‑2.

  • Occupancy Certificate means the occupancy certificate, or such other certificate by whatever name called, issued by the competent authority permitting occupation of any building, as provided under local laws, which has provision for civic infrastructure such as water, sanitation and electricity;

  • Delay Certificates As specified in the Preliminary Statement.

  • Closing Certificates means the officer’s certificates referenced in Section 7.3 and Section 8.3.

  • Principal Only Certificates As specified in the Preliminary Statement.

  • Income Certification means a Tenant Income Certification and a Tenant Income Certification Questionnaire in the form attached as Exhibit B hereto or in such other comparable form as may be provided by the Issuer to the Owner, or as otherwise approved by the Issuer.

  • Corresponding Certificates As identified in the Preliminary Statement with respect to any Lower-Tier Regular Interest or Component.

  • Class J Certificate means any one of the Certificates with a "Class J" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Class N Certificate means any of the Certificates with a "Class N" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Class A-8 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-8 and Exhibit C hereto.

  • Class A-1A Certificate means any one of the Certificates with a "Class A-1A" designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • -ENTRY CERTIFICATES Any of the Certificates that shall be registered in the name of the Depository or its nominee, the ownership of which is reflected on the books of the Depository or on the books of a person maintaining an account with the Depository (directly, as a "Depository Participant", or indirectly, as an indirect participant in accordance with the rules of the Depository and as described in Section 7.06). As of the Closing Date, each Class of Regular Certificates constitutes a Class of Book-Entry Certificates.

  • Secretary’s Certificate has the meaning set forth in Section 2.2(a)(vi).

  • Outstanding Certificate Any Outstanding Exchangeable Certificate and Outstanding Exchangeable REMIC Certificate.

  • Non-Delay Certificates As specified in the Preliminary Statement.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Corresponding Certificate With respect to:

  • Class B-3 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit B-3 and Exhibit C hereto. Class B-3 Certificateholder: The registered holder of a Class B-3 Certificate.

  • Class A-6 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-6 and Exhibit C hereto.

  • Class B-6 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit B-6 and Exhibit C hereto. Class B-6 Certificateholder: The registered holder of a Class B-6 Certificate.

  • Certificate Depositary Agreement means the agreement among the Issuer Trust, the Paying Agent and DTC, as the initial Clearing Agency, dated as of the Closing Date.

  • Class B-5 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit B-5 and Exhibit C hereto. Class B-5 Certificateholder: The registered holder of a Class B-5 Certificate.

  • Class B-6 Certificates The Certificates designated as “Class B-6” on the face thereof in substantially the form attached hereto as Exhibit A.

  • Principal Balance Certificates Each of the Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificates.