Common use of Closing Certificates; Etc Clause in Contracts

Closing Certificates; Etc. The Lender shall have received from each Loan Party, as applicable, (i) a copy of a long form good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a Closing Certificate for each such Person substantially in the form of Exhibit B, with appropriate insertions and attachments, dated the Closing Date duly executed and delivered by such Person's Secretary or Assistant Secretary, other Responsible Officer, managing member or general partner, as applicable, as to: (i) resolutions of each such Person's Board of Directors (or general partner, manager or managers, other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Acquisition applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (ii) the incumbency and signatures of such Person's officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; (iii) the full force and validity of each Organizational Document of such Person and copies thereof; and (iv) the other matters specified therein; upon which certificates the Lender may conclusively rely until they shall have received a further certificate of the Secretary, Assistant Secretary, other Responsible Officer, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Closing Certificates; Etc. The Lender shall have received from each Loan Party, as applicable, (i) a copy of a long form good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a Closing Certificate for each such Person substantially in the form of Exhibit BA, with appropriate insertions and attachments, dated the Closing Date Date, duly executed and delivered by such Person's Secretary or Assistant Secretary, other Responsible Officer, managing member or general partner, as applicable, as to: (i) resolutions of each such Person's Board board of Directors directors (or general partner, manager or managers, other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the GFS Acquisition applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (ii) the incumbency and signatures of such Person's officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; (iii) the full force and validity of each Organizational Document of such Person and copies thereof; and (iv) the other matters specified therein; upon which certificates the Lender may conclusively rely until they shall have received a further certificate of the Secretary, Assistant Secretary, other Responsible Officer, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.