Common use of Resolutions and Certificates Clause in Contracts

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. The Administrative Documentation 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 Kingsway, the Canadian BorrowerGuarantor, Kingsway America US Tier II Finance Partnership and Metro Claim Services Inc. Kingsway Finance Nova Scotia ULC together with all amendments thereto and a certificate of good standing for each such PersonPerson (other than Partnership), 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 Kingsway and the Canadian Borrower and Kingsway America Guarantor authorizing the execution, delivery and performance of this Agreement (in the Loan Documents case of Kingsway) and any other instruments contemplated hereunder, certified by an appropriate officer of Kingsway and the Canadian Borrower and Kingsway AmericaGuarantor, as applicable; (b) a certificate of incumbency for Kingsway and the Canadian Borrower and Kingsway America Guarantor showing the names, offices and specimen signatures of the officers who will execute this Agreement (in the Loan Documents case of Kingsway) and any other instruments contemplated hereunder and thereunder; (c) a copy of the partnership agreement constituting the U.S. BorrowerPartnership; (d) a copy of the constating documents and by-laws of each partner of the U.S. Borrower Partnership (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 Documentation Agent or its counsel may reasonably request.

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 status and certificate of good standing standing, as applicable, for each such Person, in 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 and a statement of partnership existence in respect of 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.