Board Resolutions and Incumbency Certificates Sample Clauses

The 'Board Resolutions and Incumbency Certificates' clause requires a company to provide formal documentation confirming that its board of directors has authorized specific actions or agreements and identifying the individuals who are authorized to act on the company's behalf. Typically, this involves delivering certified copies of board resolutions approving the transaction and an incumbency certificate listing the current officers or signatories. This clause ensures that the counterparty can rely on the authority of the individuals executing documents, thereby reducing the risk of unauthorized actions and confirming the legitimacy of corporate approvals.
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Board Resolutions and Incumbency Certificates. A certificate of the Secretary or an Assistant Secretary of Aladdin Gaming certifying (A) the resolutions adopted by the managers of Aladdin Gaming approving each Operative Document to which Aladdin Gaming is a party and the transactions contemplated hereby and thereby, (B) all documents evidencing other necessary action by Aladdin Gaming and required governmental and third party approvals with respect to each such Operative Document, and (C) the names and true signatures of the authorized managers and officers of Aladdin Gaming.
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Board Resolutions and Incumbency Certificates. A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the resolutions adopted by the Board of Directors of Borrower approving each Loan Document to which Borrower is a party and the transactions contemplated hereby and thereby, (B) all documents evidencing other necessary corporate action by Borrower and required governmental and third party approvals with respect to each such Loan Document, and (C) the names and true signatures of the authorized officers of Borrower.
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Board Resolutions and Incumbency Certificates. A certificate of --------------------------------------------- the Secretary or an Assistant Secretary of Borrower and each of the other Credit Parties certifying: (i) the resolutions adopted by the Board of Directors of such Credit Party approving each Loan Document to which such Credit Party is a party and the transactions contemplated hereby and thereby; (ii) all documents evidencing other necessary corporate action by such Credit Party and required governmental and third party approvals with respect to each such Loan Document; and (iii) the names and true signatures of the authorized officers of such Credit Party.
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Board Resolutions and Incumbency Certificates. A certificate of --------------------------------------------- the Secretary or an Assistant Secretary of the Company certifying: (i) the resolutions adopted by the Board of Directors of the Company approving each Preferred Stock Document and the transactions contemplated thereby, and any other documents evidencing other necessary corporate action by the Company; (ii) all documents evidencing any required governmental and third party approvals with respect to each such Preferred Stock Document or, in lieu thereof, the officer's certificate contemplated by paragraph (b)(ii) of Article 2; and --------- (iii) the names and true signatures of the authorized officers of the Company.
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Board Resolutions and Incumbency Certificates. A certificate of the --------------------------------------------- Secretary or an Assistant Secretary of the Borrower and each Guarantor certifying (A) the resolutions adopted by the Board of Directors of the Borrower and each Guarantor approving each Loan Document to which the Borrower and each Guarantor is a party and the transactions contemplated hereby and thereby, (B) all documents evidencing other necessary corporate action by the Borrower and each Guarantor and required governmental and third party approvals with respect to each such Loan Document, and (C) the names and true signatures of the authorized officers of the Borrower and each Guarantor.
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Board Resolutions and Incumbency Certificates. A certificate of the Secretary or an Assistant Secretary of each Loan Party and of each of the Affiliate Corporations which is a party to a Loan Document certifying: (i) the resolutions adopted by the Board of Directors of such Loan Party or Affiliate Corporation, as the case may be, approving each Loan Document to which it is a party and the transactions contemplated thereby; (ii) all documents evidencing other necessary corporate action by such Loan Party or Affiliate Corporation, as the case may be, and required governmental and third party approvals with respect to each such Loan Document; and (iii) the names and true signatures of the authorized officers of such Loan Party or Affiliate Corporation.
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Related to Board Resolutions and Incumbency Certificates

  • Incumbency Certificates For each Credit Party, signature and incumbency certificates of the officers of each such Person executing any of the Loan Documents, certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being true, accurate, correct and complete.

  • Incumbency Certificate An incumbency certificate of the corporate secretary of each of Seller, certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the Program Agreements.

  • Solvency Certificates a certificate from each of the Issuer and the Guarantor as to its solvency.

  • Solvency Certificate The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Borrower.

  • Financial Officer’s Certificate (i) Concurrently with any delivery of financial statements under Section 5.01(a) or (b), a Compliance Certificate (1) stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Borrower as of the date and for the periods specified in accordance with GAAP consistently applied, (2) certifying on behalf of Borrower that no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (3) with respect to any financial statements under Section 5.01(a) or (b), setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants, and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Borrower’s calculation of Excess Cash Flow, (4) setting forth a list of all Immaterial Subsidiaries as of the date of such financial statements and certifying that all such Subsidiaries designated as Immaterial Subsidiaries comply with the requirements set forth in the definition of “Immaterial Subsidiaries” and (5) setting forth the calculation and uses of the Cumulative Amount (and each of the components thereof) for the fiscal period then ended; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) above, use commercially reasonable efforts to obtain a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge that any Default with respect to the Financial Covenants has occurred during such fiscal year or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof; provided that, if such Compliance Certificate demonstrates that an Event of Default due to failure to comply with the Financial Covenants under Section 6.10 has not been cured prior to such time, Borrower may deliver, to the extent and within the time period permitted by Section 8.03, prior to or together with such Compliance Certificate, notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default;