Organization Documents; Resolutions and Certificates Sample Clauses

Organization Documents; Resolutions and Certificates. Receipt by the Administrative Agent of:
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Organization Documents; Resolutions and Certificates. Receipt by Xxxxxx of:
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Organization Documents; Resolutions and Certificates. Receipt by the Administrative Agent of a duly executed certificate of the chief financial officer, manager, secretary or assistant secretary (or other Responsible Officer of substantially equivalent title and authority) of each Loan Party: (i) certifying that there has been no change to the Organization Documents of such Loan Party since the Effective Date (except as may be detailed in such certificate, and, in the event of any such change(s), such certificate shall attach a copy of such changed Organization Document(s) that is certified, as of a recent date, by the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation or formation (as the case may be)); (ii) attaching and certifying a copy of resolutions (or unanimous written consents) of the board of directors or managers (or equivalent governing body) of such Loan Party, authorizing (A) the timely execution and delivery of this Amendment and the performance by such Loan Party of its obligations hereunder and under the Amended Credit Agreement, (B) the increase in the amount of the Aggregate Commitments on the Third Amendment Effective Date as described herein, and (C) any Credit Extension(s) to occur on the Third Amendment Effective Date; (iii) if the Administrative Agent has not already received an executed, original incumbency certificate (in form and substance reasonably satisfactory to the Administrative Agent) with respect to each Responsible Officer of a Loan Party signing this Amendment and/or any other document, agreement, letter, certificate and/or instrument executed, or required to be executed, in connection herewith (including, without limitation, the fee letter agreement referred to in clause (f) below and the certificate(s) described in this clause (b)), an executed incumbency certificate with respect to each such Responsible Officer; and (iv) copies of certificates of good standing, existence, or the like for each Loan Party, certified, as of a recent date, by the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation or formation (as the case may be).
Sample 1

Related to Organization Documents; Resolutions and Certificates

  • Organization Documents, Resolutions, Etc Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance satisfactory to the Administrative Agent and its legal counsel:

  • Organization Documents; Good Standing Each of the following documents:

  • Amendments of Organization Documents Amend any of its Organization Documents in a manner materially adverse to the Lenders.

  • Formation Documents (i) With respect to the Issuing Entity, the Certificate of Trust and the Trust Agreement, (ii) with respect to the Grantor Trust, the Grantor Trust Certificate of Trust and the Grantor Trust Agreement, and (iii) with respect to the Depositor, the certificate of formation of the Depositor filed in Delaware, dated as of January 4, 2019 and the amended and restated limited liability company agreement of the Depositor, dated as of March 27, 2019, made by the Sponsor, as member.

  • Organization Documents Amend, modify or otherwise change any of the terms or provisions in any of its Organization Documents as in effect on the date hereof, except for changes that do not affect in any way such Borrower’s or any of its Subsidiaries’ rights and obligations to enter into and perform the Loan Documents to which it is a party and to pay all of the Obligations and that do not otherwise have a Material Adverse Effect.

  • 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.

  • Accuracy of Incorporated Documents The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules thereunder, and none of the Incorporated Documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules thereunder, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • 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.

  • Authorization Documents For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

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