Good Standing Certificate definition

Good Standing Certificate means a certificate issued by the secretary of state or other appropriate government official, office, or agency concerning an Organization’s status.

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Good Standing Certificate has the meaning assigned to it in Section 2.4(d) hereto.

Good Standing Certificate. As used herein: the “Loans” shall reference the loans being made and the credit being advanced pursuant to the Credit Documents; “Secured Parties” shall have the same meaning as that set forth in the Second Lien Collateral Agreement; “security interest” shall have the same meaning as set forth in Section 1-201(37) of the NY UCC; “NY UCC” shall mean the Uniform Commercial Code, as amended and in effect in the State of New York on the date hereof; “Florida Article 9 Collateral” shall mean that Collateral (as defined in the Second Lien Collateral Agreement) owned by the Florida Transaction Party on which a security interest may be perfected by filing an initial financing statement with the Florida Filing Office under the FL UCC; “Florida Filing Office” shall mean the Florida Secured Transaction Registry; “FL UCC” shall mean the Uniform Commercial Code, as amended and in effect in the State of Florida on the date hereof. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Second Lien Credit Agreement. In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in the Credit Documents and certificates and oral or written statements and other information of or from representatives of the Florida Transaction Party and others and assume compliance on the part of the Florida Transaction Party with their covenants and agreements contained therein. In connection with the opinions expressed in the first sentence of paragraph (a) below, we have relied solely upon the Good Standing Certificate as to the factual matters and legal conclusions set forth therein. With respect to the opinions expressed in clauses (i) and (ii)(A) of paragraph (c) below, our opinions are limited to only those laws and regulations that, in our experience, are normally applicable to financing transactions of the type contemplated by the Credit Documents, and do not include laws and regulations applicable to the Florida Transaction Party as a result of any specially regulated businesses or properties which they engage in or own. B...

Examples of Good Standing Certificate in a sentence

• The Company is validly existing as a corporation and in good standing as of the date of the Company Good Standing Certificate under the laws of the State of Maryland.

• The Operating Partnership is validly existing as a limited partnership and in good standing as of the date of the Operating Partnership Good Standing Certificate under the laws of the State of Maryland.

• Based solely upon our review of the CCO Capital Good Standing Certificate, CCO Capital is duly incorporated under the laws of the State of Delaware and is in good standing and has a legal corporate existence.

• Based solely upon our review of the Parent Guarantor Good Standing Certificate, the Parent Guarantor is duly formed under the laws of the State of Delaware and is in good standing and has a legal existence.

• Our opinion that the Fund is “validly existing” in clause (A) of paragraph 1 below, and our opinion in clause (B) of paragraph 1 below, is based solely on the Good Standing Certificate.

• Based solely upon our review of the CCO Good Standing Certificate, CCO is duly formed under the laws of the State of Delaware and is in good standing and has a legal existence.

• The Company is validly existing as a corporation and in good standing under the MGCL as of the date of the Good Standing Certificate.

• Good Standing Certificate (or analogous documentation if applicable) for each Loan Party from the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, to the extent generally available in such jurisdiction.

• Attached as Exhibit IV hereto is a true and correct copy of the Good Standing Certificate of PacificAmerica dated June 22, 1998.

• Attached hereto as Exhibit G is a Good Standing Certificate of the Mortgage Loan Seller issued by the Delaware Secretary of State dated as of a recent date.

More Definitions of Good Standing Certificate

Good Standing Certificate. A good standing certificate for you, certified by the Secretary of State of the State of your incorporation, dated no earlier than thirty (30) days prior to the date hereof;

Good Standing Certificate and/or a certificate of valid registration of AGI issued by the Secretary of State of each jurisdiction in which it does business or is registered to do business, dated as of recent date of the Closing;

Good Standing Certificate. As used herein: the “Loans” shall reference the loans being made and the credit being advanced pursuant to the Credit Documents. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement. In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in the Credit Documents and certificates and oral or written statements and other information of or from representatives of the Florida Transaction Party and others and assume compliance on the part of the Florida Transaction Party with their covenants and agreements contained therein. In connection with the opinions expressed in the first sentence of paragraph (a) below, we have relied solely upon the Good Standing Certificate as to the factual matters and legal conclusions set forth therein. With respect to the opinions expressed in clauses (i) and (ii)(A) of paragraph (c) below, our opinions are limited to only those laws and regulations that, in our experience, are normally applicable to financing transactions of the type contemplated by the Credit Documents, and do not include laws and regulations applicable to the Florida Transaction Party as a result of any specially regulated businesses or properties which they engage in or own. Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:

Good Standing Certificate issued with respect to such Ohio Obligor”) each certified by the Secretary of State of the State of Ohio;