Organizational Documents and Certificates Sample Clauses

Organizational Documents and Certificates. The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents and the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.
Sample 1Sample 2See All (11)
AutoNDA by SimpleDocs
Organizational Documents and Certificates. Borrower shall have delivered to Bank, for each party to each of the Loan Documents:
Sample 1Sample 2Sample 3See All (4)
Organizational Documents and Certificates. The Administrative Agent and the Arrangers shall have received customary evidence of authorization of the Parent Guarantor and the Credit Parties, organizational documents of the Parent Guarantor and the Credit Parties, good standing certificates (with respect to the applicable jurisdiction of incorporation or organization of the Parent Guarantor and each Credit Party to the extent applicable), officer’s certificates (as to incumbency, organizational documents, corporate authorization, Specified Representations, NRC Acquisition Specified Merger Agreement Representations and no Company Material Adverse Effect (as defined below)) and a customary solvency certificate on a consolidated basis from the chief financial officer or treasurer (or equivalent officer) of the Borrower in the form attached hereto as Schedule B.
Sample 1Sample 2
Organizational Documents and Certificates. The Administrative Agent (or its counsel) shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization (which, for the Dutch Borrower, shall include its deed of incorporation and articles of association), existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents and the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing, with respect to each Loan Party that is a party to the Existing Credit Agreement, if such Loan Party has not amended, restated or otherwise modified its certificate of incorporation (or equivalent charter document) since the certified copy thereof that was provided in connection with the closing of the Existing Credit Agreement, then such Loan Party may provide a certification to that effect in lieu of obtaining new certified copy from the secretary of state (or equivalent office) of its jurisdiction of organization.
Sample 1
Organizational Documents and Certificates. The Administrative Agent (or its counsel) shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization (which, for the Dutch Borrower, shall include its deed of incorporation and articles of association), existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents and the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing, (i) the delivery of certificates of good standing and legal existence (or the jurisdictional equivalent thereof, which, for the Dutch Borrower, shall be a current Commercial Register extract from the Chamber of Commerce) shall be required only for the Company, APT, the Dutch Borrower, XX Xxxx’x Incorporated and XX Xxxx’x Corporation, in each case from such Loan Party’s jurisdiction of organization and each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires it to be qualified as a foreign corporation or other entity to do business (provided, that such foreign qualification certificates may be delivered as soon as reasonably practicable following the Effective Date), and (ii) with respect to each Loan Party that is a party to the Existing Credit Agreement, if such Loan Party has not amended, restated or otherwise modified its certificate of incorporation (or equivalent charter document) since the certified copy thereof that was provided in connection with the closing of the Existing Credit Agreement, then such Loan Party may provide a certification to that effect in lieu of obtaining new certified copy from the secretary of state (or equivalent office) of its jurisdiction of organization.
Sample 1

Related to Organizational Documents and Certificates

  • Organizational Documents; Incumbency Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

  • Organizational Documents The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.

  • Organizational Documents of the Surviving Entity At the Effective Time, (a) the certificate of limited partnership of the Partnership as in effect immediately prior to the Effective Time shall remain unchanged and shall be the certificate of limited partnership of the Surviving Entity from and after the Effective Time, until duly amended in accordance with applicable Law, and (b) the Partnership Agreement as in effect immediately prior to the Effective Time shall remain unchanged and shall be the agreement of limited partnership of the Surviving Entity from and after the Effective Time, until duly amended in accordance with the terms thereof and applicable Law.

  • FORMATION AND ORGANIZATIONAL DOCUMENTS Borrower has previously delivered to Administrative Agent all of the relevant formation and organizational documents of Borrower, of the partners or joint venturers of Borrower (if any), and of all guarantors of the Loan (if any), and all such formation documents remain in full force and effect and have not been amended or modified since they were delivered to Administrative Agent. Borrower hereby certifies that: (i) the above documents are all of the relevant formation and organizational documents of Borrower; (ii) they remain in full force and effect; and (iii) they have not been amended or modified since they were previously delivered to Administrative Agent.

  • Amendments to Organizational Documents The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, enter into or permit any modification or amendment of, or waive any material right or obligation of any Person under its Organizational Documents if the effect thereof would be materially adverse to the Administrative Agent or any Lender or violate Section 7.10.

  • Transactional Documents On or prior to the First Closing Date, the Company shall have delivered to the Representatives executed copies of the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement, and each such agreement shall be in full force and effect on each of the First Closing Date and each Option Closing Date. With regard to the Insider Letter, if any additional persons shall become executive officers, directors or director nominees of the Company prior to the end of the Lock-up Period, the Company shall cause each such person, prior to or contemporaneously with their appointment or election as an executive officer, director or director nominee to execute a joinder to the Insider Letter.

  • Organizational Documents of the Surviving Corporation The Company Certificate of Incorporation, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. The Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

  • Compliance with Organizational Documents The Seller shall comply with its limited liability company agreement and other organizational documents.

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

  • Amendments of Organizational Documents Amend any of its Organizational Documents in any manner that may be adverse to the Administrative Agent or the Lenders or otherwise result in a Material Adverse Effect.

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