Common use of Organization Documents; Good Standing Clause in Contracts

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary, Assistant Secretary or Assistant Secretary other appropriate officer of the Company as of the Closing Date; and (ii) a good standing certificate dated within five (5) days of the Closing Date for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and the state of its principal place of business as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws Organization Documents of the Company and each Guarantor as in effect on the Closing Date, certified by the Secretary or Assistant Secretary or Manager of the Company such Person as of the Closing Date; and (ii) a good standing certificate for the Company and each Guarantor from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationorganization as of a recent date;

Organization Documents; Good Standing. Each of the following ------------------------------------- documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing and tax good standing certificate for the Company from the applicable Secretary of State (or similar, applicable Governmental Authority) of its state the States of incorporationDelaware and California dated as of a recent date;

Organization Documents; Good Standing. Each of the following ---------------------------------------- documents: : (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and and (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and of the State of Texas dated as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing and tax good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where the Company is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the date of the effectiveness of this Agreement;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing and, to the extent generally available, tax good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;California and Delaware.

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing certificate certificates for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and the state of its principal offices;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where the Company is qualified to do business as a foreign corporation as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (iA) the articles or certificate of incorporation and the bylaws of the Company and the Guarantor as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company or the Guarantor as of the Closing Date; and (iiB) a good standing certificate for the Company and the Guarantor from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified as of the Closing Date by the Secretary or Assistant Secretary of the Company as of the Closing Date; andCompany; (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;incorporation as of a recent date; and (iii) a compliance certificate for each Material Insurance Subsidiary from the department of insurance of its jurisdiction of domicile.

Organization Documents; Good Standing. Each of the following documents: (i) limited liability company agreement of the articles or Company, certified by the members as of the Closing Date, and the certificate of incorporation and the bylaws of the Company each Guarantor as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company such Guarantor, as of the Closing Date; and and (ii) a good standing certificate for the Company and each Guarantor from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationorganization, and from each state where the Company is qualified to do business as a foreign company as of a recent date;

Organization Documents; Good Standing. Each of the ------------------------------------- following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Effective Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Effective Date; and (ii) a good standing and tax good standing certificate for the Company and each of its domestic Subsidiaries from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation, dated the Effective Date;

Organization Documents; Good Standing. Each of the following documents: : (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and and (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;incorporation and of the State of Texas dated as of a recent date;(d)

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing or existence certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation as of a recent date;

Organization Documents; Good Standing. Each of the following ------------------------------------- documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Effective Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Effective Date; and (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable other Governmental Authority) of its state of incorporation;incorporation and each state where the Company is qualified to do business as a foreign corporation as of a recent date.

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing and tax good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where the Company is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;

Organization Documents; Good Standing. Each of the following documents: following: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and and (ii) a good standing status certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;, as of a recent date; (d)

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company Companies as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the such Company as of the Closing Date, or equivalent foreign documentation, as applicable; and (ii) a good standing certificate for the Company Companies from the Secretary of State (or similar, similar applicable Governmental Authority) of its state of incorporationincorporation and each state where such Company is qualified to do business as a foreign corporation as of a recent date, or the equivalent foreign documentation, as applicable;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws Organization Documents of the Company and each Guarantor as in effect on the Closing Date, certified by the Secretary or Assistant Secretary or Manager of the Company such Person as of the Closing Date; and (ii) a good standing certificate for the Company and each Guarantor from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where such Person is qualified to do business as a foreign corporation as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (iA) the articles or certificate of incorporation and the bylaws of Holdings and the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company such Person as of the Closing Date; and (iiB) a good standing certificate for Holdings and the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where such Person is qualified to do business as a foreign corporation as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company Company, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ USA and ▇▇▇▇▇ Beauty as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company respective Borrower as of the Closing Date; and (ii) a good standing certificate dated within ten Banking Days of the Closing Date for the Company Company, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ USA and ▇▇▇▇▇ Beauty from the Secretary of State (or similar, applicable Governmental Authority) of its respective state of incorporation;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws Organization Documents of the Company Company, the Borrower and each Subsidiary as in effect on the Closing Date, certified by the Secretary or Assistant Secretary or Manager of the Company such Person as of the Closing Date; and (ii) a good standing certificate for the Company Company, the Borrower and each Subsidiary from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationorganization as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and such states as the Administrative Agent may request where the Company is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;

Organization Documents; Good Standing. Each of the following documents: : (i) the articles or certificate of incorporation and the bylaws of each of the Company and the Guarantors as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of each of the Company or Guarantors (respectively) as of the Closing Date; and and (ii) a good standing certificate for each of the Company and the Guarantors from the Secretary of State (or similar, applicable Governmental Authority) of its their state of incorporation;incorporation and each state where the Company or Guarantor is qualified to do business as a

Organization Documents; Good Standing. Each of the following documents: : (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and and (ii) a good standing and tax good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where the Company is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;

Organization Documents; Good Standing. Each of the following documents: : (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and and (ii) a good standing and tax good standing certificate dated not earlier than 10 days prior to the Closing Date for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where the Company is qualified to do business as a foreign corporation pursuant to the terms of Section 4.01;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of each of the Company Companies as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the such Company as of the Closing Date; and (ii) a good standing certificate for the each Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where each such Company is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and and (ii) a good standing or existence certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where the Company is qualified to do business as a foreign corporation as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing status certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state jurisdiction of incorporation;organization, in each case, as of a recent date, together with a bring-down certificate transmitted by facsimile or electronic mail, dated on or about the Closing Date.

Organization Documents; Good Standing. Each of the following documents: (i1) the The articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii2) a A good standing and tax good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where the Company is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company and each Material Subsidiary, as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company or such Subsidiary as of the Closing Date; and (ii) a good standing and, where applicable, tax good standing certificate for the Company and each Material Subsidiary from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary, Assistant Secretary or Assistant Secretary other appropriate officer of the Company as of the Closing Date; and (ii) a good standing certificate dated within five (5) days of the Closing Date for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its respective state of incorporation;

Organization Documents; Good Standing. Each of the following documents: : (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and and (ii) a good standing and tax good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;incorporation and each state where the Company is qualified to do business as a foreign corporation as of a recent date.

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing and tax good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where the Company is qualified to do business as a foreign corporation as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing certificate dated within five (5) days of the Closing Date for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;

Organization Documents; Good Standing. Each of the following ------------------------------------- documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and the states of California, Colorado and Florida, as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;