Resolutions and Certificates Sample Clauses
Resolutions and Certificates. The Administrative Agent shall have received, duly executed and in form and substance satisfactory to it:
(a) a certified or notarial copy of the constating documents and by-laws of the Canadian Borrower, Kingsway America and Metro Claim Services Inc. together with all amendments thereto and a certificate of good standing for each such Person, each case certified as of a recent date by the appropriate governmental officer in its jurisdiction of organization and a copy of the resolutions of the board of directors of the Canadian Borrower and Kingsway America authorizing the execution, delivery and performance of the Loan Documents and any other instruments contemplated hereunder, certified by an appropriate officer of the Canadian Borrower and Kingsway America, as applicable;
(b) a certificate of incumbency for the Canadian Borrower and Kingsway America showing the names, offices and specimen signatures of the officers who will execute the Loan Documents and any other instruments contemplated hereunder and thereunder;
(c) a copy of the partnership agreement constituting the U.S. Borrower;
(d) a copy of the constating documents and by-laws of each partner of the U.S. Borrower (collectively the "Partners" and each a "Partner") and a copy of the resolutions of the board of directors of each Partner authorizing the execution, delivery and performance of this Agreement and any other instruments contemplated hereunder;
(e) a certificate of incumbency of each Partner showing the names, offices and specimen signatures of the officers who will execute this Agreement and any other instruments contemplated hereunder and thereunder;
(f) such additional supporting documents as the Administrative Agent or its counsel may reasonably request.
Resolutions and Certificates. Receipt by the Administrative Agent of:
(i) a certificate of the secretary or assistant secretary of each Loan Party, attaching and certifying copies of such Loan Party’s resolutions of its board of directors (or equivalent governing body), authorizing the execution, delivery and performance of this Amendment and certifying the name, title and true signature of each officer of such Loan Party executing this Amendment; and
(ii) certified copies of certificates of good standing or existence, as may be available from the secretary of state of the jurisdiction of organization of such Loan Party.
Resolutions and Certificates. The Lender shall have received, duly executed and in form and substance satisfactory to it:
(i) a copy of the constating documents and by-laws of each Obligor and a copy of the resolutions of the board of directors of each Obligor authorizing the execution, delivery and performance of the Loan Documents, certified in each case by a officer of the applicable Obligor and ratified where necessary by the shareholders of such Obligor;
(ii) a certificate of incumbency for each Obligor showing the names, offices and specimen signatures of the officers who will execute the Loan Documents; and
(iii) such additional supporting documents as the Lender or its counsel may reasonably request.
Resolutions and Certificates. The Purchaser shall have received (i) copies of the resolutions of the manager of the Company and of the members or other appropriate authority of its Subsidiaries authorizing the execution, delivery and performance of this Agreement and the other Financing Documents, certified by the Secretary or an Assistant Secretary of each such entity; (ii) a certificate of the Secretary or an Assistant Secretary of the Company and its Subsidiaries certifying the names and true signatures of the officers and authorized signatories of each such entity authorized to sign any and all documents to be delivered by each such entity or as required or contemplated hereunder; and (iii) an Officer's Certificate, dated the Closing Date, certifying that the conditions specified herein have been fulfilled.
Resolutions and Certificates. Lender shall have received, prior to the execution of the Loan Documents (i) appropriate resolutions from Borrower evidencing that the partners of Borrower have authorized execution and delivery of this Agreement and all instruments contemplated hereby, (ii) appropriate resolutions from Guarantors evidencing that the Board of Directors or shareholders of Guarantors, as applicable, have authorized execution and delivery of this Agreement, the Guarantors' Guaranties, and all instruments contemplated hereby, (iii) the Articles of Incorporation and Bylaws of each Guarantor, and a Certificate of Limited Partnership of Borrower from the State of Texas confirming the existence and good standing of each Guarantor and Borrower, respectively, and (iv) if applicable, a certificate of assumed name duly filed as required by law.
Resolutions and Certificates. The Lender shall have received, duly executed and in form and substance satisfactory to it:
(A) a copy of the constating documents, by-laws, partnership agreements and other organizational documents of each non-Canadian incorporated (or otherwise formed) Loan Party and a copy of the resolutions of the board of directors of each such corporate Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party certified by a senior officer of the applicable corporate Loan Party;
(B) a certificate of incumbency for each such Loan Party showing the names, offices and specimen signatures of the officers who will execute the Loan Documents to which such Loan Party is a party on its behalf;
(C) a certificate as to general corporate information and other matters for each such Loan Party; and
(D) such additional supporting documents as the Lender or the Lender's Counsel may reasonably request.
Resolutions and Certificates. Lender shall have received, duly executed and in form and substance satisfactory to it:
(i) a copy of the constating documents and by-laws of each Credit Party and ARAM and a copy of the resolutions of the board of directors of each Credit Party and ARAM authorizing the execution, delivery and performance of the Loan Documents, certified in each case by a senior officer of the applicable Credit Party and ARAM;
(ii) a certificate of incumbency for each Credit Party and ARAM showing the names, offices and specimen signatures of the officers who will execute the Loan Documents; and
(iii) a certificate of status for each Credit Party and ARAM or its equivalent from its jurisdiction of organization.
Resolutions and Certificates. At Closing, a certificate of Seller signed by a senior officer, dated the Closing Date, certifying that all of the representations and warranties of Seller contained in this Agreement are true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date.
Resolutions and Certificates. Lender shall have received, duly executed and in form and substance satisfactory to it:
(i) a copy of the certificate of formation or articles of incorporation and by-laws of each Credit Party and TSRI and a copy of the resolutions of the board of directors of each Credit Party and TSRI authorizing the execution, delivery and performance of the Loan Documents, certified in each case by a senior officer of the applicable Credit Party and TSRI;
(ii) a certificate of incumbency for each Credit Party and TSRI showing the names, offices and specimen signatures of the officers who will execute the Loan Documents; and
(iii) a certificate of status for each Credit Party and TSRI or its equivalent from its jurisdiction of organization.
Resolutions and Certificates. The Lender shall have received, duly executed and in form and substance satisfactory to it:
(i) a copy of the Certificate of Incorporation and by-laws of the Borrower and a copy of the resolutions of the board of directors of the Borrower authorizing the execution, delivery and performance of this Agreement, the Security and any other instruments contemplated hereunder, certified by an appropriate officer of the Borrower (with such resolutions and consents to evidence the consent of a disinterested majority of the Borrower’s Board of Directors and approval of not less than 60% of the shares of the Borrower’s Series A preferred stock) (delivered on Closing Date only);
(ii) a Certificate of Good Standing from the Secretary of State of the State of Delaware (delivered on Closing Date only);
(iii) a certificate of incumbency for the Borrower showing the names, offices and specimen signatures of the officers who will execute this Agreement, the Security and any other instruments contemplated hereunder and thereunder (delivered on Closing Date only); and
(iv) such additional supporting documents as the Lender or its counsel may reasonably request.