CORPORATE AND ORGANIZATIONAL DOCUMENTS Sample Clauses

CORPORATE AND ORGANIZATIONAL DOCUMENTS. 6.1 General Cable Industries, Inc.
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CORPORATE AND ORGANIZATIONAL DOCUMENTS. Parent Orrick þ Officer þ Officer þ Incumbency Complete. Apio and Cal Ex Orrick þ Officer þ Officer þ Incumbency Complete. GL Logistics Orrick þ Officer þ Officer þ Incumbency Complete. Resolutions --- --- Parent Orrick --- Complete. Apio Orrick --- Complete. Cal Ex Orrick --- Complete. GL Logistics Orrick ý Directors of GL Logistics Complete. Certificates of good standing, foreign qualification to do business (or foreign equivalent thereof) of each Loan Party from the secretary of state indicated on Exhibit C Orrick --- South Carolina outstanding. Certificate of a Responsible Officer of the Borrowers to the effect that (A) each condition set forth in Section 2.1 has been satisfied, (B) both the Credit Parties taken as a whole and the Borrower are Solvent after giving effect to the initial Loans and Letters of Credit, the consummation of the Related Transactions, the application of the proceeds thereof in accordance with Section 4.10 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto and (C) attached thereto are complete and correct copies of the following Related Agreements Orrick ý Apio ý Cal Ex ý GL Logistics Complete. Action or Document Responsible Party Executed by Status Stock Purchase Agreement Orrick --- Final Form. MISCELLANEOUS CLOSING DOCUMENTS Xxxxx Consent Letter MWE ý Xxxxx ý Parent Entities Complete. Fee Agreement Orrick ý Parent ý Apio ý Lifecore Complete. Disclosure Letter MWE þ Apio þ Cal Ex þ GL Logistics Complete.

Related to CORPORATE AND ORGANIZATIONAL DOCUMENTS

  • Changes in Organizational Documents Each of the Loan Parties shall not amend, modify or change its certificate of incorporation (including any provisions or resolutions relating to capital stock), constitution, by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents in any manner materially adverse to the interests of the Lenders without obtaining the prior written consent of the Required Lenders.

  • Organizational Documents; Incumbency Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

  • Amendments to Organizational Documents Parent will not, and will not permit any of its Subsidiaries to amend, modify, or grant any waiver or release under or terminate in any manner, any Organizational Documents in any manner materially adverse to, or which would impair the rights of, the Lenders.

  • Amendment of Organizational Documents The Borrower will not, or will permit any Restricted Subsidiary to, amend, modify or waive any of its rights under its articles or certificate of incorporation, by-laws or other organizational documents, in either case, to the extent such amendment, modification or waiver would be adverse in any material respect to the rights or interests of the Lenders hereunder or under any other Loan Document.

  • Incorporation and Organization The Corporation has been incorporated or formed, as the case may be, is organized and is a valid and subsisting corporation or partnership, as the case may be, under the laws of its jurisdiction of existence and has all requisite corporate power and capacity to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof.

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

  • Delivery of Organizational Documents On or before the Closing Date, Borrower shall deliver or cause to be delivered to Lender copies certified by Borrower of all organizational documentation related to Borrower and/or the formation, structure, existence, good standing and/or qualification to do business, as Lender may request in its sole discretion, including, without limitation, good standing certificates, qualifications to do business in the appropriate jurisdictions, resolutions authorizing the entering into of the Loan and incumbency certificates as may be requested by Lender.

  • Compliance with Organizational Documents The Seller shall comply with its limited liability company agreement and other organizational documents.

  • Due Incorporation and Organization The Adviser is duly organized and is in good standing under the laws of the State of Connecticut and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.

  • Certified Copies of Organizational Documents The Agent shall have received from the Borrower a copy, certified as of a recent date by the appropriate officer of each State in which the Borrower, the Guarantors or any of their respective Subsidiaries, as applicable, is organized or in which the Real Estate is located and a duly authorized partner, member or officer of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter, declaration of trust or other organizational documents of the Borrower, the Guarantors, or any Subsidiary, as applicable, or its qualification to do business, as applicable, as in effect on such date of certification.

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