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.
Seller’s Closing Certificate. At the Closing, Seller shall deliver to Buyer a certificate of the Secretary or another officer of Seller, dated the Closing Date, certifying as to # the incumbency of the officers of Seller executing the Transaction Documents and # the attached copies of Seller’s organizational documents and resolutions adopted by Seller’s Board of Directors authorizing the execution and delivery by Seller of the Transaction Documents and the consummation by Seller of the transactions contemplated thereby.
“Organizational Documents” means, as applicable, an entity’s agreement or certificate of limited partnership, limited liability company agreement, certificate of formation, certificate or articles of incorporation, bylaws or other similar organizational documents.
Officer’s Certificate of the Company. The Administrative Agent shall have received a certificate from a Responsible Officer, in form and substance satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Company contained in this Amendment are true, correct and complete, that the Company is not in violation of any of the covenants contained in the Credit Agreement, and that the Company has satisfied each of the closing conditions set forth in this [Article IV].
Amendment of ABL Documents and Organizational Documents. Amend, supplement or otherwise modify # the ABL Credit Agreement or the other ABL Documents if such modification # would result in the Liens or Obligations created under the Loan Documents not being permitted under the ABL Documents, # would modify [Section 12.15] of the ABL Credit Agreement in a manner that is adverse to the interests of or # otherwise places restrictions on the Borrower or any of its Domestic Subsidiaries # providing Liens to secure, or any Guarantees to support, any Obligations created under Loan Documents or # making any payment, repayment or prepayment of any Obligations created under the Loan Documents (other than, in each case under this [clause (iii)], any such restrictions that, taken as a whole, are not less favorable to than the restrictions set forth in the ABL Documents as in effect on the Closing Date) or # any Organizational Document of the Borrower or any Subsidiary in a manner that is materially adverse to the interests of .
a secretarys certificate from the Borrower and each Guarantor certifying # updated incumbencies of authorized officers, # in the case of the Borrower, previously adopted resolutions authorizing this Agreement and the increase in the Commitments and # either updated organizational documents or a certification that the organizational documents delivered on the original closing date of the Credit Agreement, or prior to the date hereof in connection with previous supplements to the Security Agreement and the Guaranty, have not been amended and are in full force and effect;
Certificates and Resolutions. Administrative Agent shall have received such certificates and resolutions or consents of the governing body of the Borrower authorizing the transactions described in this Amendment and certifying as to the completeness of the Organizational Documents of the Borrower.
An officer’s certificate of the Partnership, dated the applicable Closing Date, certifying as to and attaching # the certificate of limited partnership of the Partnership, # the Partnership Agreement, # resolutions authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units, the PIK Units and the Conversion Units and # the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Partnership or the General Partner, as applicable, setting forth the name and title and bearing the signatures of such officers;
“Transaction Documents” means this Agreement, all exhibits and schedules hereto, the Officer’s Certificate and the Prospectus Supplement.
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
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