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to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Borrower have not been amended since the date of the last amendment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 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 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 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 Borrower, 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 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 executing any Loan Document on behalf of the Borrower such Loan Party 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 (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 After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received received: (i) a copy of the Organization Documents, including all amendments thereto, of the Borrowereach Loan Party, certified, if applicable, certified as of a recent date by the Secretary of State or other competent authority of the state applicable Governmental Authority of its organization, if respective jurisdiction of organization to the extent applicable, or similar Governmental Authority, and ; (ii) a certificate as to the good standing (or comparable certificate under applicable law (where relevantstatus) of the Borrower each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date from the Effective Date, from such Secretary of State, similar Governmental Authority or other competent authority and date; (iiiii) a certificate of the Secretary or Assistant Secretary or comparable officer under other applicable law or director Responsible Officer of the Borrower each Loan Party dated the Restatement Effective Date and certifying (where relevantA) that, in the case of the Borrower and any Domestic Guarantor, the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (Aii) above and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents of the Borrower as in effect on the Restatement Effective Date, (B) that attached thereto is a true Date and complete copy of resolutions duly adopted by at all times since the board of directors (or equivalent governing body) date 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 resolutions described in Section 4.01(b)(C) or certifying 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 certificatedate, and (DC) as to (if applicable) the incumbency and specimen signature of each officer Responsible Officer executing any Loan Document on behalf Document; and (iv) a certificate 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 other applicable law Responsible Officer executing the certificate pursuant to clause (iiiii) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.above. 103

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, Rxxx & Maw, 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 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 organizationXxxxx, Xxxxx & Xxxxx, 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 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 organizationMaxxx, Brxxx & Plxxx, 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 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.