Good Standing Certificate for each Loan Sample Clauses

Good Standing Certificate for each Loan. Party from the Secretary of State of the jurisdiction of its organization.
Sample 1Sample 2Sample 3See All (23)
AutoNDA by SimpleDocs
Good Standing Certificate for each Loan. Party from the Secretary of State of the jurisdiction of its organization. OPINION Opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., counsel for the Loan Parties. CLOSING CERTIFICATES AND MISCELLANEOUS A Certificate signed by the President, a Vice President or a Financial Officer of the Borrower certifying the following: (i) the Microsemi Acquisition shall be consummated in all material respects pursuant to the Microsemi Acquisition Agreement, substantially concurrently with the funding of the Microsemi Acquisition Loans, and no provision of the Microsemi Acquisition Agreement shall have been amended or waived except to the extent permitted by clause (a) of the definition of “Microsemi Acquisition Conditions”, (ii) since December 31, 2017, there shall not have been or have occurred or there shall not exist any Microsemi Material Adverse Effect, (iii) the representations and warranties set forth in clause (f) of the definition of “Microsemi Acquisition Conditions” shall be true and correct as of the Microsemi Acquisition Closing Date. A solvency certificate signed by a Financial Officer of the Borrower in the form attached to the Commitment Letter pursuant to clause (c) of the definition of “Microsemi Acquisition Conditions”. EXHIBIT F FORM OF SUBSIDIARY GUARANTY AMENDED AND RESTATED GUARANTY THIS AMENDED AND RESTATED GUARANTY (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of May 29, 2018, by and among each of the undersigned (the “Initial Guarantors”) and along with any additional Subsidiaries of the Borrower which become parties to this Guaranty by executing a supplement hereto (a “Guaranty Supplement”) in the form attached hereto as Annex I (such additional Subsidiaries, together with the Initial Guarantors, the “Guarantors”), in favor of the Administrative Agent, for the ratable benefit of the Holders of Guaranteed Obligations (as defined below), under the Credit Agreement referred to below.
Sample 1

Related to Good Standing Certificate for each Loan

  • Good Standing Certificates The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

  • 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.

  • 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.

  • Existence; Good Standing It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof.

  • Due Organization; Good Standing The Company is duly created, validly existing and in good standing as a statutory trust under the laws of the State of Delaware.

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

  • Due Formation and Good Standing The Borrower is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified.

  • Good Standing and Other Certificates Seller shall have delivered to Buyer (A) a copy of the Company’s Certificate of Incorporation as in effect on the Closing Date, including all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation, (B) a certificate from the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company is in good standing or subsisting in such jurisdiction and listing all charter documents of the Company on file, (C) a certificate from the Secretary of State or other appropriate official in each State in which the Company is qualified to do business to the effect that the Company is in good standing in such State, (D) a certificate as to the tax status of the Company from the appropriate official in its jurisdiction of incorporation and each State in which the Company is qualified to do business and (E) a copy of the By-Laws of the Company, certified by the Secretary of the Company as being true and correct and in effect on the Closing Date;

Time is Money Join Law Insider Premium to draft better contracts faster.