Incumbency Certificate. A certificate of incumbency certified by a Responsible Officer of each Obligated Party certifying the names of the individuals or other Persons authorized to sign this Agreement and each of the other Loan Documents to which Borrower and each other Obligated Party is or is to be a party (including the certificates contemplated herein) on behalf of such Person together with specimen signatures of such individual Persons;
Incumbency Certificate. The Agent shall have received a certificate from a duly authorized officer of each Obligor certifying to the title, name and signature of each Person authorized to sign this Fifth Amendment and the other Loan Documents on behalf of such Obligor. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
Incumbency Certificate. The [[Organization B:Organization]] shall have received an incumbency certificate from the [[Organization A:Organization]] and [[Organization C:Organization]], dated as of the Effective Date, signed by a duly authorized officer of the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be, and giving the name and bearing a specimen signature of each individual who shall be authorized: # to sign in the name and on behalf of the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be, each of the Loan Documents to which it is a party, # in the case of the [[Organization A:Organization]], to make requests for Loans or Conversion requests and # to give notices and to take other action under the Loan Documents (and under the [[Organization C:Organization]] Guarantee with respect to [[Organization C:Organization]]).
Incumbency Certificate. The Agent shall have received, with a copy for each Bank, a certificate of the Secretary or an Assistant Secretary of , dated the Closing Date, as to the incumbency and signature of the officers of executing each Loan Document and any certificate or other document to be delivered by it pursuant hereto and thereto, together with evidence of the incumbency of such Secretary or Assistant Secretary.
Incumbency. An incumbency certificate with respect to each of the Credit Parties, certified by a secretary or assistant secretary of BRT to be true and correct as of the Closing Date.
Copies of the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents to be delivered hereunder, and authorizing the borrowing of the Loans and the issuance of Letters of Credit, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and
Incumbency Certificates. The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary Guarantor certifying the names and true signatures of the officers of the Borrower or such Subsidiary Guarantor, as the case may be, authorized to sign the Loan Documents to which the Borrower or such Subsidiary Guarantor is a party and any other documents to which the Borrower or any such other Subsidiary Guarantor is a party that may be executed and delivered in connection herewith.
Officer's Certificate. A certificate from a Responsible Officer of the Borrower to the effect that # all representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects); # none of the Credit Parties is in violation of any of the covenants contained in this Agreement and the other Loan Documents; # after giving effect to the Transactions, no Default or Event of Default has occurred and is continuing; # since December 31, 2016, no event has occurred or condition arisen, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect; and # each of the Credit Parties, as applicable, has satisfied each of the conditions set forth in Section 6.1.
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to # the resolutions attached thereto and other limited liability company proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and # the Company’s organizational documents as then in effect.
Closing Certificate. A certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in [Sections 5.2(b), (c) and (d)])])] have been satisfied;
Perfection Certificate. The Perfection Certificate executed by Borrower and the Obligated Parties;
Compliance Certificate. Concurrently with the delivery of each of the financial statements referred to in Sections 7.1(b), a Compliance Certificate # stating that to the best of the knowledge of the chief financial officer of Borrower executing same, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action which is proposed to be taken with respect thereto, # showing in reasonable detail the calculations demonstrating compliance with the covenants set forth in Article 9 and # containing such other certifications set forth therein. For any financial statements delivered electronically by the chief financial officer of Borrower in satisfaction of the reporting requirements set forth in clause (a) or (b) preceding that are not accompanied by the required Compliance Certificate, the chief financial officer of Borrower shall nevertheless be deemed to have certified the factual matters described in this clause (d) with respect to such financial statements; provided, however, that such deemed certificate shall not excuse or be construed as a waiver of Borrower’s obligation to deliver the required Compliance Certificate.
Solvency Certificate. The Administrative Agent shall have received a solvency certificate substantially in the form of [Exhibit H] to the Credit Agreement dated the Second Amendment Effective Date and signed by a Financial Officer of the Borrower.
FIRPTA Certificate. Newco shall have received a certificate of Crestwood meeting the requirements of Treasury Regulations Section 1.1445-2(b)(2)(iv) and acceptable to CEGPS and Newco that CMLP, the tax regarded owner of Crestwood, is not a foreign person within the meaning of Section 1445 of the Code.
Officer’s Certificate. The [[Administrative Agent:Organization]] shall have received a certificate of a Responsible Officer (in substantially the form of Exhibit L attached hereto) dated the Effective Date, certifying as to the Organization Documents of each [[Loan Party:Organization]] (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each [[Loan Party:Organization]], the good standing, existence or its equivalent of each [[Loan Party:Organization]] and of the incumbency (including specimen signatures) of the Responsible Officers of each [[Loan Party:Organization]].
Solvency Certificate. The [[Administrative Agent:Organization]] shall have received a Solvency Certificate signed by a Responsible Officer of the as to the financial condition, solvency and related matters of the and its Subsidiaries, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated hereby.
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