Resolutions and Incumbency Certificates Clause Samples
The "Resolutions and Incumbency Certificates" clause requires a party, typically a corporation, to provide formal documents confirming the authority of its representatives to act on its behalf. This usually involves delivering certified copies of board resolutions authorizing the transaction and an incumbency certificate listing the officers or signatories empowered to execute agreements. By mandating these documents, the clause ensures that the individuals signing or acting for the company are properly authorized, thereby reducing the risk of unauthorized actions and providing assurance to the other party regarding the validity of the transaction.
Resolutions and Incumbency Certificates. (i) certified copies of the resolutions of the Board of Directors (or comparable authority) of each Obligated Party dated as of the Closing Date and approving, as appropriate, the Revolving Credit Loans, this Agreement, the other Financing Documents, and all other documents, if any, in each case being executed and delivered as of the Closing Date, in connection with this Agreement to which such Obligated Party is a party and evidencing corporate (or other organizational) authorization with respect to such documents; and
(ii) a certificate of the Secretary or an Assistant Secretary of each Obligated Party dated as of the Closing Date and certifying (A) the name, title and true signature of each officer of such Person authorized to execute this Agreement, Applications and the other Financing Documents to which such Obligated Party is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 6.10, and Borrowing Requests, and (C) that attached thereto is a true and complete copy of (1) the certificate or articles of incorporation, certificate or articles of organization, certificate of limited partnership, or comparable charter documents, certified by the appropriate Governmental Authority of the jurisdiction of incorporation or organization of such Obligated Party, (2) the bylaws, regulations, partnership agreement, or comparable charter documents of such Obligated Party, each as amended to date, (3) recent good standing certificates and certificates of existence for such Obligated Party, and (4) certificates of foreign qualification for such Obligated Party in such jurisdictions as the Administrative Agent shall require.
Resolutions and Incumbency Certificates. (1) certified copies of the resolutions of the Board of Directors of the Company dated as of the Closing Date and approving, as appropriate, the Loans, the Notes, this Agreement and the other Financing Documents, and all other documents, if any, to which the Company is a party and evidencing corporate authorization with respect to such documents;
(2) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date and certifying (A) the name, title and true signature of each officer of such Person authorized to execute the Notes, this Agreement, Applications and the other Financing Documents to which it is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 5.10, Borrowing Requests, and Borrowing Base Reports, and (C) that attached thereto is a true and complete copy of the articles of incorporation and the bylaws of the Company, each as amended to date, and a recent good standing certificate from the Comptroller of Public Accounts for the State of Texas and a recent certificate of existence from the Texas Secretary of State;
(3) certified copies of the resolutions of the Board of Directors of each Subsidiary executing a Subsidiary Guaranty dated as of the Closing Date and approving the Financing Documents to which such Subsidiary is a party, and all other documents, if any, to which such Subsidiary is a party and evidencing corporate authorization with respect to such documents; and
(4) a certificate of the Secretary or an Assistant Secretary of each Subsidiary executing a Subsidiary Guaranty dated as of the Closing Date and certifying (A) the name, title and true signature of each officer of such Subsidiary authorized to execute the Financing Documents to which such Subsidiary is a party, and (B) that attached thereto is a true and complete copy of the articles of incorporation and the bylaws of such Subsidiary, each as amended to date, and a recent good standing certificate from the Comptroller of Public Accounts for the State of Texas and a recent certificate of existence from the Texas Secretary of State.
Resolutions and Incumbency Certificates. On or prior to the date hereof:
(a) the Shareholder shall have delivered to the Depositary resolutions of its board of directors (or similar governing body) authorizing the execution of this Agreement; and
(b) each of [___] shall have delivered to the Depositary an incumbency certificate for the person(s) authorized to execute this Agreement on its behalf.
Resolutions and Incumbency Certificates. (i) certified copies of the resolutions of the Boards of Directors of the Company, Holdco, and any of the Company's Subsidiaries that are parties to any Financing Document, dated, as to the Company, as of the STX Closing Date, and as to Holdco and the Company's Subsidiaries, as of the STX Effective Date, and approving, as appropriate, the Original Loans, the Notes, the Original Credit Agreement and the other Financing Documents, and all other documents, if any, to which the Company, Holdco or such Subsidiary is a party and evidencing corporate authorization with respect to such documents;
(ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the STX Closing Date, and certifying (A) the name, title and true signature of each officer of such Person authorized to execute the Notes, the Original Credit Agreement, Applications and the other Financing Documents to which it is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 5.02, Borrowing Requests, and Borrowing Base Reports, and (C) that attached thereto is a true and complete copy of the articles of incorporation and bylaws of the Company, as amended to date, and a recent good standing certificate; and
(iii) a certificate of the Secretary or an Assistant Secretary of Holdco and of each Subsidiary that is a party to any Financing Document, in each case, dated as of the STX Effective Date and certifying (x) the name, title and true signature of each officer of
Resolutions and Incumbency Certificates. (A) certified copies of the resolutions of the Boards of Directors of the Company dated as of the Restated Closing Date and approving, as appropriate, the Loans, the Notes, this Agreement and the other Financing Documents, and all other documents, if any, to which the Company is a party and evidencing corporate authorization with respect to such documents; and
(B) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Restated Closing Date and certifying (1) the name, title and true signature of each officer of such Person authorized to execute the Notes, this Agreement, Applications and the other Financing Documents to which it is a party, (2) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 5.02, Borrowing Requests, and Borrowing Base Reports, and (3) that attached thereto is a true and complete copy of the articles of incorporation and bylaws of the Company, as amended to date, and a recent good standing certificate.
Resolutions and Incumbency Certificates. On or before August 18, 2000, a copy of board resolutions of the Company and each Non-Restricted Subsidiary, in form and substance satisfactory to the Agent, authorizing the execution, delivery and performance of the Waiver and Fourth Amendment to Credit Agreement, dated as of August 14, 2000 (the "Fourth Amendment"), and the Loan Documents contemplated thereby, certified by the Secretary or Assistant Secretary of such Person, together with an incumbency certificate for each of the Company and each Non-Restricted Subsidiary that has executed a Loan Document in connection herewith.
Resolutions and Incumbency Certificates certified copies of the resolutions of the Board of Directors (or comparable authority) of each Obligated Party dated as of the Closing Date and approving, as appropriate, the Loans, this Agreement, the other Financing Documents, and all other documents, if any, in each case being executed and delivered as of the Closing Date, in connection with this Agreement to which such Obligated Party is a party and evidencing corporate (or other organizational) authorization with respect to such documents; and
Resolutions and Incumbency Certificates. The Administrative Agent shall have received resolutions and incumbency certificates of each Loan Party, dated the Effective Date, substantially in the form of the resolutions and incumbency certificates delivered on the Closing Date.
Resolutions and Incumbency Certificates certified copies of the resolutions of the Board of Directors of each Credit Party dated as of the Closing Date and approving, as appropriate, the Loans, the Notes, this Agreement and the other Financing Documents, and all other documents, if any, to which each Credit Party is a party and evidencing corporate authorization with respect to such documents;
Resolutions and Incumbency Certificates. (i) certified copies of the resolutions of the Board of Directors of the Company approving, as appropriate, the Loans, the Notes, this Agreement and the other Financing Documents, and all other documents, if any, to which the Company is a party evidencing corporate authorization with respect to such documents; and
(ii) a certificate of the Secretary or an Assistant Secretary of the Company certifying (A) the name, title and true signature of each officer of the Company authorized to execute the Notes, this Agreement, Applications and the other Financing Documents, (B) the name, title and true signature of each officer of the Company authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 5.02, Borrowing Requests, and Borrowing Base Reports, and (C) that attached thereto is a true and complete copy of the articles of incorporation and bylaws of the Company, as amended to date, and a recent good standing certificate.