Common use of Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates Clause in Contracts

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The following supporting documents with respect to Parent, the Borrower and the other Loan Parties: (i) either (A) a copy of its certificate or articles of incorporation, formation, organization or certificate of limited partnership (as applicable) certified as of a date reasonably close to the Restatement Effective Date to be a true and accurate copy by the Secretary of State (or similar governmental authority) of its state of incorporation or formation or (B) a certification by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) that there has been no change to its certificate or articles of incorporation, formation, organization or certificate of limited partnership (as applicable) since the most recent copy delivered pursuant to the Existing Credit Agreement; (ii) either (A) a copy of its by-laws, partnership agreement or operating agreement (as applicable), certified by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) to be a true and accurate copy of its by-laws, partnership agreement or operating agreement (as applicable) in effect on the Restatement Effective Date or (B) a certification by such Person that there has been no change to its by-laws, partnership agreement or operating agreement (as applicable) since the most recent copy delivered pursuant to the Existing Credit Agreement; (iii) either (A) a certificate of its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable), as to the incumbency and signatures of its officers or other Persons who have executed any documents on behalf of such Loan Party in connection with the transactions contemplated by this Agreement or (B) a certification by such Person that there has been no change its such officers or other Persons since the most recent incumbency and signatures delivered pursuant to the Existing Credit Agreement; (iv) a copy of resolutions of its Board of Directors, certified by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) to be a true and accurate copy of resolutions duly adopted by such Board of Directors, or other appropriate resolutions or consents of, its partners or members certified by its general partner or manager (as applicable) to be true and correct copies thereof duly adopted, approved or otherwise delivered by its partners or members (to the extent necessary and applicable), each of which is certified to be in full force and effect on the Restatement Effective Date, authorizing the execution and delivery by it of this Agreement and any Notes and other Loan Documents delivered on the Restatement Effective Date to which it is a party and the performance by it of all its obligations thereunder; and (v) such additional supporting documents and other information with respect to its operations and affairs as the Administrative Agent may reasonably request.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The following supporting documents with respect to Parent, the Borrower and the other Loan Parties: (i) either (A) a copy of its certificate or articles of incorporation, formation, organization or certificate of limited partnership (as applicable) ), certified as of a date reasonably close to the Restatement Effective Closing Date to be a true and accurate copy by the Secretary of State (or similar governmental authorityGovernmental Authority) of its state of incorporation or formation or (B) a certification by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) that there has been no change to its certificate or articles of incorporation, formation, organization or certificate of limited partnership (as applicable) since the most recent copy delivered pursuant to the Existing Credit Agreement; (ii) either a certificate of that Secretary of State (Aor similar Governmental Authority), dated as of a date reasonably close to the Closing Date, as to its existence and (if available) good standing; (iii) a copy of its regulations or by-laws, partnership agreement, or operating agreement or operating limited liability company agreement (as applicable), certified by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) to be a true and accurate copy of its regulations or by-laws, partnership agreement, or operating agreement or operating limited liability company agreement (as applicable) in effect on the Restatement Effective Date or (B) a certification by such Person that there has been no change to its by-laws, partnership agreement or operating agreement (as applicable) since the most recent copy delivered pursuant to the Existing Credit AgreementClosing Date; (iii) either (Aiv) a certificate of its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable), as to the incumbency and signatures of its officers or other Persons who have executed any documents on behalf of such Loan Party in connection with the transactions contemplated by this Agreement or (B) a certification by such Person that there has been no change its such officers or other Persons since the most recent incumbency and signatures delivered pursuant to the Existing Credit Agreement; (ivv) a copy of resolutions of its Board board of Directorsdirectors or the executive committee of the board of directors, certified by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) secretary to be a true and accurate copy of resolutions duly adopted by such Board board of Directorsdirectors or the executive committee of the board of directors, or other appropriate resolutions or consents ofof its general partner, its partners manager or members certified by its secretary, assistant secretary, general partner or manager (as applicable) to be true and correct copies thereof duly adopted, approved or otherwise delivered by its partners general partner, manager or members (to the extent necessary and applicable), each of which is certified to be in full force and effect on the Restatement Effective Closing Date, authorizing the execution and delivery by it of this Agreement and any Notes Notes, the Guarantee Agreement and other Loan Documents delivered on the Restatement Effective Closing Date or to be delivered on the Closing Date to which it is a party and the performance by it of all its obligations thereunder; and (vvi) such additional supporting documents and other information with respect to its operations and affairs as the Administrative Agent may reasonably request.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The following supporting documents with respect to Parent, the Borrower and the certain other Loan Parties: (i) either (A) a copy of its certificate or articles of incorporation, formation, organization incorporation or formation or certificate of limited partnership (as applicable) certified as of a date reasonably close to the Restatement Effective Closing Date to be a true and accurate copy by the Secretary of State (or similar governmental authority) of its state of incorporation or formation or (B) a certification by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) that there has been no change to its certificate or articles of incorporation, formation, organization or certificate of limited partnership (as applicable) since the most recent copy delivered pursuant to the Existing Credit Agreement; (ii) either a certificate of that Secretary of State, dated as of a date reasonably close to the Closing Date, as to its existence and (Aif available) good standing; (iii) a certificate of the Secretary of State of each jurisdiction, other than its state of incorporation, in which it does business, as to its qualification as a foreign corporation; (iv) a copy of its by-laws, partnership agreement or operating agreement (as applicable), certified by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) to be a true and accurate copy of its by-laws, partnership agreement or operating agreement (as applicable) in effect on the Restatement Effective Date or (B) a certification by such Person that there has been no change to its by-laws, partnership agreement or operating agreement (as applicable) since the most recent copy delivered pursuant to the Existing Credit AgreementClosing Date; (iii) either (Av) a certificate of its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable), as to the incumbency and signatures of its officers or other Persons who have executed any documents on behalf of such Loan Party in connection with the transactions contemplated by this Agreement or (B) a certification by such Person that there has been no change its such officers or other Persons since the most recent incumbency and signatures delivered pursuant to the Existing Credit Agreement; (ivvi) a copy of resolutions of its Board of Directors, certified by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) secretary to be a true and accurate copy of resolutions duly adopted by such Board of Directors, or other appropriate resolutions or consents of, its partners or members certified by its general partner or manager (as applicable) to be true and correct copies thereof duly adopted, approved or otherwise delivered by its partners or members (to the extent necessary and applicable), each of which is certified to be in full force and effect on the Restatement Effective Closing Date, authorizing the execution and delivery by it of this Agreement and any Notes Notes, Guarantee Agreement and other Loan Documents delivered on the Restatement Effective Closing Date to which it is a party and the performance by it of all its obligations thereunder; and (vvii) such additional supporting documents and other information with respect to its operations and affairs as the Administrative Agent may reasonably request.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received following supporting documents with respect to Parent, the Borrower and the other Loan Parties: (i) either (A) a copy of its certificate or articles of incorporation, formation, organization or certificate of limited partnership (as applicable) certified as of a date reasonably close to the Restatement Effective Closing Date to be a true and accurate copy by the Secretary of State (or similar governmental authority) of its state of incorporation or formation or (B) a certification by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) that there has been no change to its certificate or articles of incorporation, formation, organization or certificate of limited partnership (as applicable) since the most recent copy delivered pursuant to the Existing Credit Agreement; (ii) either a certificate of that Secretary of State (Aor similar governmental authority), dated as of a date reasonably close to the Closing Date, as to its existence and (if available) good standing; (iii) a certificate of the Secretary of State (or similar governmental authority) of each jurisdiction, other than its state of incorporation or formation, in which it is qualified as a foreign corporation, limited liability company or other entity (as applicable), as to such qualification, unless any failure to be so qualified in such jurisdiction could not reasonably be expected to result in a Material Adverse Effect; (iv) a copy of its by-laws, partnership agreement or operating agreement (as applicable), certified by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) to be a true and accurate copy of its by-laws, partnership agreement or operating agreement (as applicable) in effect on the Restatement Effective Date or (B) a certification by such Person that there has been no change to its by-laws, partnership agreement or operating agreement (as applicable) since the most recent copy delivered pursuant to the Existing Credit AgreementClosing Date; (iii) either (Av) a certificate of its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable), as to the incumbency and signatures of its officers or other Persons who have executed any documents on behalf of such Loan Party in connection with the transactions contemplated by this Agreement or (B) a certification by such Person that there has been no change its such officers or other Persons since the most recent incumbency and signatures delivered pursuant to the Existing Credit Agreement; (ivvi) a copy of resolutions of its Board of Directors, certified by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) secretary to be a true and accurate copy of resolutions duly adopted by such Board of Directors, or other appropriate resolutions or consents of, its partners or members certified by its general partner or manager (as applicable) to be true and correct copies thereof duly adopted, approved or otherwise delivered by its partners or members (to the extent necessary and applicable), each of which is certified to be in full force and effect on the Restatement Effective Closing Date, authorizing the execution and delivery by it of this Agreement and any Notes Notes, Guarantee Agreement and other Loan Documents delivered on the Restatement Effective Closing Date to which it is a party and the performance by it of all its obligations thereunder; and (vvii) such additional supporting documents and other information with respect to its operations and affairs as the Administrative Agent may reasonably request.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The following supporting documents with respect to Parent, the Borrower and the other Loan Parties: (i) either (A) a copy of its certificate or articles of incorporation, formation, organization or certificate of limited partnership (as applicable) certified as of a date reasonably close to the Restatement Effective Closing Date to be a true and accurate copy by the Secretary of State (or similar governmental authority) of its state of incorporation or formation or (B) a certification by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) that there has been no change to its certificate or articles of incorporation, formation, organization or certificate of limited partnership (as applicable) since the most recent copy delivered pursuant to the Existing Credit Agreement; (ii) either (A) a copy of its by-laws, partnership agreement or operating agreement (as applicable), certified by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) to be a true and accurate copy of its by-laws, partnership agreement or operating agreement (as applicable) in effect on the Restatement Effective Date or (B) a certification by such Person that there has been no change to its by-laws, partnership agreement or operating agreement (as applicable) since the most recent copy delivered pursuant to the Existing Credit AgreementClosing Date; (iii) either (A) a certificate of its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable), as to the incumbency and signatures of its officers or other Persons who have executed any documents on behalf of such Loan Party in connection with the transactions contemplated by this Agreement or (B) a certification by such Person that there has been no change its such officers or other Persons since the most recent incumbency and signatures delivered pursuant to the Existing Credit Agreement; (iv) a copy of resolutions of its Board of Directors, certified by its secretary or assistant secretary, general partner, manager or other appropriate Person (as applicable) to be a true and accurate copy of resolutions duly adopted by such Board of Directors, or other appropriate resolutions or consents of, its partners or members certified by its general partner or manager (as applicable) to be true and correct copies thereof duly adopted, approved or otherwise delivered by its partners or members (to the extent necessary and applicable), each of which is certified to be in full force and effect on the Restatement Effective Closing Date, authorizing the execution and delivery by it of this Agreement and any Notes and other Loan Documents delivered on the Restatement Effective Closing Date to which it is a party and the performance by it of all its obligations thereunder; and (v) such additional supporting documents and other information with respect to its operations and affairs as the Administrative Agent may reasonably request.