Common use of Secretary’s Certificates Clause in Contracts

Secretary’s Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of each Credit Party setting forth (i) resolutions of its board of directors or other appropriate governing body with respect to the authorization of such Credit Party, as applicable, to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Credit Party, as applicable, (A) who are authorized to sign the Loan Documents to which such Credit Party is a party and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers and (iv) the articles or certificate of incorporation and by-laws or other applicable organizational documents of such Credit Party, as applicable, certified by such Responsible Officer as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing such Credit Party, as applicable, to the contrary. For the purposes of this Section 6.01(e), “Credit Party” shall include Parent.

Secretary’s Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of Holdings and each Credit Loan Party setting forth (i) resolutions of its board of directors or other appropriate governing body with respect to the authorization of Holdings or such Credit Party, as applicable, Loan Party to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of Holdings or such Credit Party, as applicable, Loan Party (A) who are authorized to sign the Loan Documents to which Holdings or such Credit Loan Party is a party and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers and (iv) the articles or certificate of incorporation and by-laws or other applicable organizational documents of Holdings or such Credit Loan Party, as applicable, certified by such Responsible Officer as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from Holdings or such Credit Loan Party, as applicable, to the contrary. For the purposes of this Section 6.01(e), “Credit Party” shall include Parent.

Secretary’s Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of Holdings and each Credit Loan Party setting forth (i) resolutions of its board of directors or other appropriate governing body with respect to the authorization of ​ ​ ​ Holdings or such Credit Party, as applicable, Loan Party to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of Holdings or such Credit Party, as applicable, Loan Party (A) who are authorized to sign the Loan Documents to which Holdings or such Credit Loan Party is a party and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers and (iv) the articles or certificate of incorporation and by-laws or other applicable organizational documents of Holdings or such Credit Loan Party, as applicable, certified by such Responsible Officer as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from Holdings or such Credit Loan Party, as applicable, to the contrary. For the purposes of this Section 6.01(e), “Credit Party” shall include Parent.