Common use of Organization Documents Clause in Contracts

Organization Documents. The Administrative Agent shall have received (i) a copy of the Organization Documents, including all amendments thereto, of the Borrower, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable law (where relevant) of the Borrower as of a recent date from the Effective Date, from such Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable law or director of the Borrower dated the Effective Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Borrower as in effect on the Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Borrower have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of the Borrower and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable law executing the certificate pursuant to clause (ii) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.

Organization Documents. The Administrative Agent shall have received (i) a copy of the Organization Documents, including all amendments thereto, of the BorrowerBorrower and each Guarantor, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable law (where relevant) of the Borrower and each Guarantor as of a recent date from the Effective Closing Date, from such Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable law or director of the Borrower and each Guarantor dated the Effective Closing Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Borrower and each Guarantor as in effect on the Effective Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Borrower and each Guarantor authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Borrower and each Guarantor have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of the Borrower and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable law executing the certificate pursuant to clause (ii) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.

Organization Documents. The Administrative Agent shall have received received: (i) a copy of the Organization Documents, including all amendments thereto, Documents of the Borrower, certified, if applicable, certified as of a recent date by the Secretary of State or other competent authority of the its respective state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable law (where relevant) of the Borrower as of a recent date from the Effective DateBorrower, from such Secretary of State, similar Governmental Authority or other competent authority and as of a recent date; (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable law or director of the Borrower dated the Effective Closing Date and certifying (where relevantA) that the Organization Documents of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to CLAUSE (Ai) above; (B) that attached thereto is a true and complete copy of the Organization Documents code of regulations of the Borrower as in effect on the Effective DateClosing Date and at all times since a date prior to the date of the resolutions described in CLAUSE (C) below, (BC) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Borrower have not been amended since the date of the last amendment shown on such certificate, ; and (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of the Borrower and countersigned by Borrower; (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable law executing the certificate pursuant to clause CLAUSE (ii) above above; and (Eiv) such other matters that are customarily included in a certificate of this nature in documents as the jurisdiction of its incorporation Administrative Agent or organizationMayer, Brown, Rowe & Maw, counsel for the Administrative Agent, may reasonably r▇▇▇▇st.

Organization Documents. The Administrative Agent shall have received (i) a copy of the Organization Documents, including all amendments thereto, of the BorrowerBorrower and each Guarantor, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable law (where relevant) of the Borrower and each Guarantor as of a recent date from the Effective Closing Date, from such Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable law or director of the Borrower and each Guarantor dated the Effective Closing Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Borrower and each Guarantor as in effect on the Effective Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Borrower and each Guarantor authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Borrower and each Guarantor have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of the Borrower and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable law executing the certificate pursuant to clause (ii‎(ii) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.

Organization Documents. The Administrative Agent shall have received received: (i) a copy of the Organization Documents, including all amendments thereto, Documents of the each Borrower, certified, certified (if applicable, available) as of a recent date by the Secretary of State or other competent authority of the state similar official of its organization, if applicable, respective state or similar Governmental Authorityjurisdiction of organization, and a certificate as to the good standing or comparable certificate under applicable law (where relevant) of the Borrower as of a recent date from the Effective Dateeach Borrower, from such Secretary of StateState or similar official, similar Governmental Authority or other competent authority and as of a recent date; (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable law or director of the each Borrower dated the Effective Closing Date and certifying (where relevantA) that the Organization Documents of such Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (Ai) above; (B) that attached thereto is a true and complete copy of the Organization Documents by-laws or similar constitutive documents of the such Borrower as in effect on the Effective DateClosing Date and at all times since a date prior to the date of the resolutions described in clause (C) below, (BC) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent similar governing body) body of the each Borrower authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Borrower have not been amended since the date of the last amendment shown on such certificate, ; and (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of the Borrower and countersigned by such Borrower; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable law executing the certificate pursuant to clause (ii) above above; and (Eiv) such other matters that are customarily included in a certificate of this nature in documents as the jurisdiction of its incorporation Administrative Agent or organizationMayer, Brown, R▇▇▇ & Maw, counsel for the Administrative Agent, may reasonably request.

Organization Documents. The Administrative Agent shall have received (i) a copy of the Organization Documents, including all amendments thereto, of the Borrowereach Loan Party, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable law (where relevant) of the Borrower each Loan Party as of a recent date from the Effective Datedate, from such Secretary of State, State or similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or an authorized signatory or a comparable officer under applicable law or director of the Borrower each Loan Party dated the Effective Closing Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Borrower such Loan Party as in effect on the Effective Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or board of managers (or equivalent governing body) of the Borrower such Loan Party, authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) (save in respect of each Luxembourg Loan Party and each Finnish Party) that the Organization Documents of the Borrower such Loan Party have not been amended since the date of the last amendment thereto shown on such certificatethe certificate of good standing or comparable certificate under applicable law furnished pursuant to clause (i) above, (D) as to (if applicable) the incumbency and specimen signature of each officer or manager or authorized signatory executing any Loan Document on behalf of the Borrower such Loan Party and countersigned by another officer or manager as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable law executing the certificate pursuant to clause (ii) above above, (E) if required by the articles of association or laws of the jurisdiction of its incorporation or organization of any Loan Party (if applicable) or if customary to provide in the relevant jurisdiction or in the context of any pledge of shares granted over the shares in the capital in any Loan Party, a copy of a resolution of the general meeting or a resolution in writing signed by all the holders of the issued shares (if applicable) of that company, (F) if applicable, a copy of a resolution signed by the supervisory board of the relevant Loan Party, (G) if applicable, an unconditional positive advice from each relevant works' council including the request for advice and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.

Organization Documents. The Administrative Agent shall have received received: (i) a copy of the Organization Documents, including all amendments thereto, Documents of the each Borrower, certified, certified (if applicable, available) as of a recent date by the Secretary of State or other competent authority of the state similar official of its organization, if applicable, respective state or similar Governmental Authorityjurisdiction of organization, and a certificate as to the good standing or comparable certificate under applicable law (where relevant) of the Borrower as of a recent date from the Effective Dateeach Borrower, from such Secretary of StateState or similar official, similar Governmental Authority or other competent authority and as of a recent date; (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable law or director of the each Borrower dated the Effective Closing Date and certifying (where relevantA) that the Organization Documents of such Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (Ai) above; (B) that attached thereto is a true and complete copy of the Organization Documents by–laws or similar constitutive documents of the such Borrower as in effect on the Effective DateClosing Date and at all times since a date prior to the date of the resolutions described in clause (C) below, (BC) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent similar governing body) body of the each Borrower authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Borrower have not been amended since the date of the last amendment shown on such certificate, ; and (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of the Borrower and countersigned by such Borrower; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable law executing the certificate pursuant to clause (ii) above above; and (Eiv) such other matters that are customarily included in a certificate of this nature in documents as the jurisdiction of its incorporation Administrative Agent or organization▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., counsel for the Administrative Agent, may reasonably request.

Organization Documents. The Administrative Agent shall have received received: (i) a copy of the Organization Documents, including all amendments thereto, Documents of the Borrower, certified, if applicable, certified as of a recent date by the Secretary of State or other competent authority of the its respective state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable law (where relevant) of the Borrower as of a recent date from the Effective DateBorrower, from such Secretary of State, similar Governmental Authority or other competent authority and as of a recent date; (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable law or director of the Borrower dated the Amendment Effective Date and certifying (where relevantA) that the Organization Documents of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (Ai) above; (B) that attached thereto is a true and complete copy of the Organization Documents code of regulations of the Borrower as in effect on the Amendment Effective DateDate and at all times since a date prior to the date of the resolutions described in clause (C) below, (BC) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Borrower have not been amended since the date of the last amendment shown on such certificate, ; and (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of the Borrower and countersigned by Borrower; (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable law executing the certificate pursuant to clause (ii) above above; and (Eiv) such other matters that are customarily included in a certificate of this nature in documents as the jurisdiction of its incorporation Administrative Agent, the Syndication Agent or organizationMayer, Brown, ▇▇▇▇ & Maw LLP, counsel for the Agents, may reasonably request.

Organization Documents. The Administrative Agent shall have received (i) a copy of the Organization Documents, including all amendments thereto, of the BorrowerBorrower and each Guarantor, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable law (where relevant) of the Borrower and each Guarantor as of a recent date from the Restatement Effective Date, from such Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable law or director of the Borrower and each Guarantor dated the Restatement Effective Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Borrower and each Guarantor as in effect on the Restatement Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Borrower and each Guarantor authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Borrower and each Guarantor have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of the Borrower and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable law executing the certificate pursuant to clause (ii‎(ii) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.

Organization Documents. The Administrative Agent shall have received (i) a copy of the Organization Documents, including all amendments thereto, of the Borrower, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable law (where relevant) of the Borrower as of a recent date from the Effective Datedate, from such Secretary of State, State or similar Governmental Authority or other competent authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer other Responsible Officer under applicable law or director of the Borrower dated the Effective Closing Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of the Borrower as in effect on the Effective Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or board of managers (or equivalent governing body) of the Borrower authorizing the execution, delivery and performance of the Loan Documents Documents, the granting of Liens to which such Person is a party and, secure the Borrower’s Obligations hereunder and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Borrower have not been amended since the date of the last amendment thereto shown on such certificatethe certificate of good standing or comparable certificate under applicable law furnished pursuant to clause (i) above, (D) as to (if applicable) the incumbency and specimen signature of each officer Responsible Officer executing any Loan Document on behalf of the Borrower and countersigned by another officer or manager as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable law executing the certificate pursuant to clause (ii) above above, and (E) such other matters that are customarily included in if applicable, a certificate copy of this nature in a resolution signed by the jurisdiction supervisory board of its incorporation or organizationBrazilCo.

Organization Documents. The Administrative Agent shall have received received: (i) a copy of the Organization certificate of incorporation or certificate of formation (or similar Governing Documents) of each Principal Company, including all amendments thereto, certified as of a recent 71 -63- date by the Secretary of State of the Borrowerstate of incorporation or formation of each Principal Company; (ii) a certificate stating that each Principal Company is a corporation or limited liability company duly organized or formed, certifiedvalidly existing and in good standing under the laws of its state of incorporation or formation, if applicable, signed as of a recent date by the Secretary of State or other competent authority of such state; (iii) a certificate stating that (A) each Principal Company is qualified to do business under the laws of each state wherein the character of the state properties owned or held under lease by any Principal Company or the nature of its organization, if applicable, the business conducted by it would require that such Principal Company qualify as a foreign corporation or similar Governmental Authority, foreign limited liability company and a certificate as to the (B) such Principal Company is in good standing or comparable certificate under applicable law (where relevant) the laws of the Borrower such state, signed as of a recent date from by the Effective Date, from such Secretary of State, similar Governmental Authority or other competent authority and State of such state; and (iiiv) a certificate of the Secretary or Assistant Secretary or comparable a duly authorized officer under applicable law or director of the Borrower each Principal Company dated the Effective Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents by-laws or limited liability company agreement (or similar Governing Documents) of the Borrower such Principal Company as in effect on the Effective Date, (B) that the certificate of incorporation or certificate of formation (or similar Governing Documents) of such Principal Company has not been amended since the last amendment referred to in the certificates delivered pursuant to clause (i) above, (C) that attached thereto is a are true and complete copy correct copies of resolutions duly adopted by the board records of directors all corporate (or equivalent governing bodythe company equivalent) action taken by such Principal Company to authorize its execution and delivery of the Borrower authorizing the execution, delivery Transaction Documents and its performance of the Loan Documents to which such Person is a party and, (and the borrowings hereunderand other transactions contemplated thereby), and that such resolutions corporate (or the company equivalent) actions have not been modified, rescinded or amended and are in full force and effecteffect on the Effective Date, (C) that the Organization Documents of the Borrower have not been amended since the date of the last amendment shown on such certificate, and (D) as to (if applicable) the incumbency incumbency, the name and a specimen signature of each officer executing any Loan Document individual who shall be authorized: (1) to sign, in the name and on behalf of such Principal Company, the Borrower Loan Documents to which such Principal Company is or is to be a party; (2) to give notices and countersigned by another officer as to take other action on its behalf under this Agreement; and (3) to make (in the incumbency and specimen signature case of the Secretary or Assistant Secretary or comparable officer under applicable law executing the certificate pursuant to clause (iiBorrower) above applications for Loans and (E) such other matters that are customarily included in a certificate Letters of this nature in the jurisdiction of its incorporation or organizationCredit.