Long Form Good Standing Certificate Sample Clauses

Long Form Good Standing Certificate. 10. SECRETARY'S CERTIFICATE - SUBSIDIARIES draft H&G; As required by Section 4.3(c) of the Note Purchase Agreement setting forth the final, following attachments: a. Resolutions, Company b. By-laws of the Subsidiary, c. Specimen signatures of officers of the Subsidiary, d.
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Long Form Good Standing Certificate. 11. FOREIGN QUALIFICATION AND GOOD STANDING CERTIFICATES Company For the Company and each Subsidiary, foreign corporate good standing certificates, from each jurisdiction where each of the Company or such Subsidiary conducts significant business activities as a foreign corporation. ------------------------------------------------------------------------------------------------------------- 12. UCC SEARCHES Company UCC and fixture filing searches in the jurisdictions listed on Exhibit A attached hereto. ------------------------------------------------------------------------------------------------------------- 13. UCC FINANCING STATEMENTS H&G Uniform Commercial Code Financing Statements by each of the Company and its Subsidiaries in favor of the Security Trustee, duly recorded in the appropriate filing jurisdictions, as required by Section 4.10(g) of the Note Purchase Agreement. ------------------------------------------------------------------------------------------------------------- 14. UCC FIXTURE FINANCING STATEMENTS H&G Uniform Commercial Code Financing Statements by each of the Company and its Subsidiaries in favor of the Security Trustee, duly recorded in the appropriate real property filing jurisdictions, as required by Section 4.10(g) of the Note Purchase Agreement. ------------------------------------------------------------------------------------------------------------- 15. TERMINATION AND ASSIGNMENT OF EXISTING LIENS Company The filing of all appropriate Uniform Commercial Code assignment statements, the recording of all appropriate mortgage releases, and patent and trademark releases, as required by Section 4.10(h) of the Note Purchase Agreement. ------------------------------------------------------------------------------------------------------------- 16. MORTGAGE H&G Exhibit H to the Note Purchase Agreement, as required by Section 4.10(i) of the Note Purchase Agreement, duly filed in the appropriate recording offices. ------------------------------------------------------------------------------------------------------------- 17. LEASEHOLDS Company A copy of each lease in respect of any leasehold interest of the Company or any Subsidiary in any real property, certified as true and correct, as required by Section 4.10(i) of the Note Purchase Agreement. ------------------------------------------------------------------------------------------------------------- 18. SUBSIDIARY GUARANTY H&G Exhibit I to the Note Purchase Agreement, as requ...
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Related to Long Form Good Standing Certificate

  • Good Standing Certificate A certified copy of a good standing certificate from the jurisdiction of organization of Seller, dated as of no earlier than the date ten (10) Business Days prior to the Closing Date.

  • Good Standing Certification (Act 154 of 2016): If this Agreement is a State-funded grant, Party hereby represents:

  • Good Standing Certificates Agent shall have received good standing certificates for Borrower dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of Borrower's jurisdiction of incorporation and each jurisdiction where the conduct of Borrower's business activities or the ownership of its properties necessitates qualification;

  • Regulatory Good Standing Certification Does Vendor certify that its entity is in good standing will all government entities and agencies, whether local, state, or federal, that regulate any aspect of Vendor's field of work or business operations? If Vendor selects "No", Vendor must provide explanation on the following attribute question. Yes

  • Regulatory Good Standing Certification - Explanation - Continued If Vendor responded to the prior attribute that "No", Vendor is not in good standing, Vendor must provide an explanation of that lack of good standing here for TIPS consideration. No response

  • Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Organization, Good Standing, Etc Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrowers, to make the borrowings hereunder, and to execute and deliver each Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect.

  • Certificate of Good Standing Legal Existence; and

  • Organization; Good Standing The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

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