Common use of Limited liability company action Clause in Contracts

Limited liability company action. At the same time as the Borrower or the Guarantor delivers to the Facility Agent any document executed under Clause 6.1(a), the Borrower or, as the case may be, the Guarantor shall also deliver to the Facility Agent a certificate signed by an officer of the Borrower or, as the case may be, the Guarantor, which shall: (a) set out the text of a resolution of the Borrower’s or the Guarantor’s applicable governing body specifically authorising the execution of the document specified by the Facility Agent (acting on the instructions of the Majority Lenders) unless the execution of the relevant document is authorised by the existing resolutions and general power of attorney of the Borrower or, as the case may be, the Guarantor; and (b) state that either the resolution was duly passed by the member or board of directors, as applicable, validly convened and held throughout and is valid under the Borrower’s or, as the case may be, the Guarantor’s limited liability company agreement or other constitutional documents.