Secretary's Certificates definition

Secretary's Certificates means the certificates executed by the Secretary of each Guarantor (or its general partner) dated February 13, 2008, copies of which have been delivered to Andrews Kurth LLP.
Sample 1
Secretary's Certificates. Resolutions: Incumbency. A certificate of the Secretary or Assistant Secretary of the Borrower certifying: (i) the names and true signatures of the officers of the Borrower authorized to execute, deliver and perform, as applicable, this Agreement, all other Revolving Loan Documents to be delivered hereunder and notices to be delivered to the Administrative Agent; and (ii) copies of the resolutions of the board of directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Agreement and the other Revolving Loan Documents to be executed or delivered by it hereunder;
Sample 1
Secretary's Certificates means the certificates dated the date hereof of the secretaries or assistant secretaries of the Opinion Entities, including those certificates delivered to the Commercial Banks Facility Agent pursuant to Section 2 of the CWA Letter Agreement and Section 5.3 of the Common Terms Agreement, and certifying as to, inter alia, the incumbency and specimen signatures of the Opinion Entities’ signatories, the Organizational Documents and the Opinion Entities’ resolutions authorizing the execution, delivery and performance of the Opinion Documents to which they are a party and the transactions contemplated thereby.
Sample 1

Examples of Secretary's Certificates in a sentence

  • The Purchaser shall have delivered to the Stockholder such proper and duly executed Secretary's Certificates, as appropriate, evidencing the approval of this Agreement and the Merger by the Purchaser's directors, as required by law.

  • The Company and the Stockholder shall have delivered to Purchaser such proper and duly executed Consents, Resolutions and Secretary's Certificates, as appropriate, evidencing the approval of this Agreement and the Merger by the Company's directors and stockholders, as required by law.

  • The Lender shall have received for each of the Borrower and the Guarantor Secretary's Certificates certifying as to the officers, directors, ownership (except as to Little Switzerland) and trade names of each such corporation.

  • Sellers shall have provided Purchaser executed Secretary's Certificates in the form of Exhibit A hereto for each Seller and in the form of Exhibit B for the Company.

  • On the Closing Date, the Lessee shall have received each of the Officer's Certificates referred to in Section 4.10 (other than Section 4.10(a)) and each of the Secretary's Certificates referred to in Section 4.11 (other than Section 4.11(a) and (g)).

  • Attached to and included in this Lease are the following: -- Detailed Equipment List -- Table of Stipulated Loss Values -- Assignment of Purchase Agreement and Consent -- Opinion of Lessees' Counsel -- Secretary's Certificates -- Guaranty -- Opinion of Guarantor's Counsel -- UCC Financing Statements NYNEX CREDIT COMPANY UNIVERSAL SEISMIC ASSOCIATES, INC.

  • PARTIES 6.1 Confidentiality 6.2 Regulatory Approvals 6.3 Books and Records 6.4 Closing Conditions 6.5 Notice of Certain Occurrences 6.6 Employee Matters 6.7 WARN Act Compliance 6.8 Tax Matters 6.9 Purchaser's Non-Solicitation 6.10 Financing ARTICLE VII CONDITIONS TO OBLIGATIONS OF PURCHASER 7.1 Representations and Warranties 7.2 Compliance with Agreement 7.3 Closing Certificates 7.4 Secretary's Certificates 7.5 Opinion of Counsel 7.6 Consents, Authorizations, Etc.

  • Provided that specifications for the works are met.Question #5:Which grade of rebar do you prefer for the reinforcements?Answer:Grade 40.Question #6:Please provide an approximate distance from Subic Bay Freeport Zone to the prospect Disposal Area.Answer:5 kilometers.Question #7:Are there passway fees to be paid when accessing the residential areas?Answer:None.Question #8:Do we need to submit two (2) Secretary's Certificates in Technical Bid Documents?Answer:Yes.

  • While petitioners do not admit to the genuineness or due execution of the Secretary's Certificates which were not signed by the duly-elected Corporate Secretary x x x, it must be noted that the authority of Mr. Locsin to file the instant petition was recognized and admitted therein.

  • At the Closing, Hxxxxxxxxx.xxx will deliver to SCI: (a) Articles of Merger for both Florida and Nevada executed by Hxxxxxxxxx.xxx; (b) Officers' Certificates and Secretary's Certificates of Hxxxxxxxxx.xxx, in the respective forms of Exhibit "A" and Exhibit "B".


More Definitions of Secretary's Certificates

Secretary's Certificates executed by the Secretary or Assistant Secretary of each of Bingxxx xxx Merger Sub, attaching a copy of the Governing Documents of such company and, in the case of Bingxxx, x copy of the resolutions of the Bingxxx Xxxrd approving the transactions contemplated in this Agreement and a copy of the resolutions of Bingxxx'x xxxreholders approving the issuance of Bingxxx Xxxmon Stock to be issued in the Merger, and, in the case of Merger Sub, a copy of the resolutions of its board of directors and shareholders approving the transactions contemplated in this Agreement. The officer executing each such certificate shall certify that, as of the Effective Date, such Governing Documents and resolutions are true, complete and correct, have not be altered or repealed and are in full force and effect.
Sample 1
Secretary's Certificates. Resolutions: Incumbencv.
Sample 1
Secretary's Certificates means, collectively, the certificates dated the date hereof of the secretaries or assistant secretaries of the Opinion Entities delivered in connection with the Purchase Agreement and those certificates of such persons delivered to the Facility Agents (as defined in the Common Terms Agreement) on May 28, 2013 pursuant to Section 5.1 of the Common Terms Agreement, and certifying as to, inter alia, the incumbency and specimen signatures of the Opinion Entities’ signatories, the Organizational Documents and the Opinion Entities’ resolutions authorizing the execution, delivery and performance of the Transaction Documents to which they are a party and the transactions contemplated thereby.
Sample 1
Secretary's Certificates executed by the Secretary or Assistant Secretary of each of Bingxxx xxx Merger Sub, attaching a copy of the Governing Documents of such company and,
Sample 1

Related to Secretary's Certificates

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

  • Self Audit Certificate means the certificate in the form as set out in Framework Schedule 9 (Self Audit Certificate) to be provided to the Authority in accordance with Clause 17.3 (Records and Audit Access);

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

  • 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.

  • Lockout Certificates The Class A-7 Certificates.

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

  • Delay Certificates As specified in the Preliminary Statement.

  • Credit certificate means a certificate issued by the allocating agency to a taxpayer that specifies the amount of affordable housing tax credits that can be applied against the taxpayer’s individual or corporate income tax, or franchise, captive insurance premium, or insurance premium tax liability as provided in this subchapter.

  • Retail Certificates A Senior Certificate, if any, offered in smaller minimum denominations than other Senior Certificates, and designated as such in the Series Supplement.

  • Class S Certificate Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-22 hereto and evidencing an undivided beneficial interest in the Class S Specific Grantor Trust Assets. The Class S Certificates have no Pass-Through Rate, Certificate Balance or Notional Amount.

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

  • 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.

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

  • 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.

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

  • certificate of authorization means a certificate of authorization issued to a professional corporation pursuant to the Public Accounting Act, 2004 to permit it to engage in the practice of public accounting;

  • Certificate Depository Agreement means the agreement among the Trust, the Depositor and The Depository Trust Company, as the initial Clearing Agency, dated as of the Closing Date, relating to the Trust Securities Certificates, substantially in the form attached as Exhibit B, as the same may be amended and supplemented from time to time.

  • Certificate of Limited Partnership means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced in Section 7.2, as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time.

  • Interim Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment], other than the Final Payment Certificate.

  • New Certificates has the meaning set forth in Section 2.05(a).

  • Certificate form means the form on which the certificate is delivered or issued for delivery by the issuer.

  • Stock Certificates has the meaning set forth in Section 2.2(a)(ii).

  • Assistant Secretary means an Assistant Secretary of the Corporation.

  • Class H Certificate means any of the Certificates with a "Class H" 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.

  • Certificate means this entire Certificate of Approval document, issued in accordance with Section 53 of the Ontario Water Resources Act, and includes any schedules;

  • 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.