Guarantor Organizational Documents Sample Clauses

Guarantor Organizational Documents. (i) The certificate of incorporation, articles of incorporation, certificate of limited partnership, articles of organization or comparable document of each Guarantor, certified as of a recent date prior to the Closing Date by the Secretary of State (or comparable public official) of its state of incorporation or formation;
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Guarantor Organizational Documents. (i) The certificate of incorporation of each Guarantor, certified as of a recent date prior to the Closing Date by the Secretary of State (or comparable official) of the State of such Guarantor’s formation; (ii) A certificate of the Secretary or an Assistant Secretary (or comparable officer) of each Guarantor, dated the Closing Date, certifying that (A) attached thereto is a true and correct copies of the Organizational Documents of such Guarantor as in effect on the Closing Date; (B) attached thereto are true and correct copies of resolutions duly adopted by the board of directors or other governing body of such Guarantor (or other comparable enabling action) and continuing in effect, which authorize the execution, delivery and performance by such Guarantor of the Credit Documents to be executed by such Guarantor and the consummation of the transactions contemplated thereby; (C) there are no proceedings for the dissolution or liquidation of such Guarantor; and (D) certifying the incumbency, signatures and authority of the officers of such Guarantor authorized to execute, deliver and perform the Credit Documents to be executed by such Guarantor; and (iii) Certificates of good standing (or comparable certificates) for each Guarantor, certified as of a recent date prior to the Closing Date by the Secretary of State (or comparable official) of each the following states for such Guarantor: Holdings: Delaware American Reprographics Company, L.L.C.: California ARC Acquisition Corporation: California Licensing Services International, LLC: California Reprographics Fort Worth, Inc.: Delaware
Sample 1
Guarantor Organizational Documents. A certificate of the Secretary or an Assistant Secretary of each of each Guarantor, dated the Funding Date (A) certifying that attached thereto is the certificate of incorporation or articles of incorporation of such Guarantor, certified as of a recent date prior to the Funding Date by the Secretary of State of such Guarantor’s state of incorporation; (B) certifying that attached thereto is a true and correct copy of the bylaws of such Guarantor as in effect on the Funding Date; (C) certifying that there are no proceedings for the dissolution or liquidation of such Guarantor; (D) attaching certificates of good standing (or comparable certificates) for such Guarantor, certified as of a recent date prior to the Funding Date by the Secretaries of State (or comparable official) of such Guarantor’s state of incorporation and each other state in which such Guarantor is qualified to do business; and (E) attaching certificates of the Franchise Tax Board, Secretary of State or comparable official of the state of California or Nevada, as applicable, and each other state in which such Guarantor is qualified to do business, dated as of a date close to the Funding Date, stating that such Guarantor is in good tax standing under the laws of such states.
Sample 1
Guarantor Organizational Documents. (i) The certificate of incorporation of each Guarantor, certified as of a recent date prior to the December 2019 Amendment Effective Date by the Secretary of State (or comparable official) of the State of such Guarantor’s formation, or certified to by the Secretary of such Guarantor that there have been no changes thereto since the July 2017 Amendment Effective Date;
Sample 1
Guarantor Organizational Documents. (i) The certificate of incorporation, articles of incorporation, certificate of limited partnership, articles of organization or comparable document of each Guarantor, certified as of a recent date prior to the Closing Date by the Secretary of State (or comparable public official) of such Person’s jurisdiction of incorporation or formation; provided, however, the Administrative Agent may in its discretion agree that one or more such certificate of incorporation, articles of incorporation, certificate of limited partnership, articles of organization or comparable document may be provided on a post-closing basis within a time period that the Administrative Agent believes to be reasonable;
Sample 1
Guarantor Organizational Documents. A certificate of the Secretary or an Assistant Secretary of each of each Guarantor, dated the Funding Date (A) certifying that attached thereto is the certificate of incorporation or articles of incorporation of such Guarantor, certified as of a recent date prior to the Funding Date by the Secretary of State of such Guarantor’s state of incorporation; (B) certifying that attached thereto is a true and correct copy of the bylaws of such Guarantor as in effect on the Funding Date; (C) certifying that there are no proceedings for the dissolution or liquidation of such Guarantor; (D) certifying that attached thereto are true and correct copies of resolutions duly adopted by the board of directors of such Guarantor and continuing in effect, which authorize the execution, delivery and performance by such Guarantor of this Agreement and the other Credit Documents executed or to be executed by such Guarantor and the consummation of the transactions contemplated hereby and thereby, (E) attaching certificates of good standing (or comparable certificates) for such Guarantor, certified as of a recent date prior to the Funding Date by the Secretaries of State (or comparable official) of such Guarantor’s state of incorporation and each other state in which such Guarantor is qualified to do business; and (F) attaching certificates of the Franchise Tax Board, Secretary of State or comparable official of the state of California or Nevada, as applicable, and each other state in which such Guarantor is qualified to do business, dated as of a date close to the Funding Date, stating that such Guarantor is in good tax standing under the laws of such states.
Sample 1
Guarantor Organizational Documents. (i) The certificate of incorporation, articles of incorporation, certificate of limited partnership, articles of organization or comparable document of each Guarantor, certified as of a recent date prior to the Closing Date by the Secretary of State (or comparable public official) of A certificate of good standing (or comparable certificate) for each Guarantor, certified as of a recent date prior to the Closing Date by the Secretary of State (or comparable public official) of its state of incorporation or formation and state in which such Guarantor is qualified to do business; provided that, with respect to states in which such Guarantor is qualified to do business (other than its state of incorporation or formation), if the failure to be in good standing in any such state, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, no such certificate shall be required to be delivered;
Sample 1
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Guarantor Organizational Documents. (vi) The certificate of incorporation of each Guarantor, certified as of a recent date prior to the Closing Date by the Secretary of State (or comparable official) of the State of such Guarantor’s formation;
Sample 1
Guarantor Organizational Documents. Delivery of a good standing certificate of the Guarantor delivered to Buyer prior to the date hereof (or if unavailable, as soon as available thereafter) and certified copies of the articles of incorporation and by-laws of the Guarantor and of all authority for the Guarantor with respect to the execution, delivery and performance of the Repurchase Agreement and each other document to be delivered by the Guarantor from time to time in connection herewith (and the Buyer may conclusively rely on such certificate until it receives notice in writing from the Guarantor to the contrary);
Sample 1

Related to Guarantor Organizational Documents

  • Amendment to Organizational Documents The Borrowers will not, and will not permit any of their respective Subsidiaries to, amend, modify or waive any of its rights in a manner materially adverse to the Lenders or any Borrower under its certificate of incorporation, bylaws or other organizational documents.

  • FORMATION AND ORGANIZATIONAL DOCUMENTS Borrower has previously delivered to Administrative Agent all of the relevant formation and organizational documents of Borrower, of the partners or joint venturers of Borrower (if any), and of all guarantors of the Loan (if any), and all such formation documents remain in full force and effect and have not been amended or modified since they were delivered to Administrative Agent. Borrower hereby certifies that: (i) the above documents are all of the relevant formation and organizational documents of Borrower; (ii) they remain in full force and effect; and (iii) they have not been amended or modified since they were previously delivered to Administrative Agent.

  • Amendments to Organizational Documents The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, enter into or permit any modification or amendment of, or waive any material right or obligation of any Person under its Organizational Documents if the effect thereof would be materially adverse to the Administrative Agent or any Lender or violate Section 7.10.

  • 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.

  • 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.

  • Fiscal Year; Organizational Documents No Credit Party will, nor will it permit its Subsidiaries to, (a) change its fiscal year or (b) in any manner that would reasonably be likely to adversely affect the rights of the Lenders, change its articles or certificate of incorporation or its bylaws.

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

  • 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.

  • 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.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

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