2Organizational Documents Sample Clauses

2Organizational Documents. Seller has made available to Purchaser accurate and complete copies of the Organizational Documents of the Company and each of its Subsidiaries in effect as of the date of this Agreement. Neither the Company nor any of its Subsidiaries is in breach or violation of its respective Organizational Documents. ​ ​
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2Organizational Documents. Purchaser has made available to Seller accurate and complete copies of the Organizational Documents of Purchaser in effect as of the date of this Agreement. Purchaser is not in breach or violation of its Organizational Documents.
2Organizational Documents. Each of the Sellers has made available to Black Creek Holdco true, complete and correct copies of the Organizational Documents of the Property Owning Subsidiaries as in effect on the date of this Agreement.
2Organizational Documents. A copy of Articles of Incorporation, the Bylaws of the Borrower, and such other organizational documents of the Borrower (the “Organizational Documents”) that have been delivered to Lender are true, correct and complete copies thereof, and have not been modified or amended; the Organizational Documents of Borrower shall not in any manner be changed, modified or altered without the prior written consent of Lender, which consent shall not be unreasonably withheld.
2Organizational Documents. The Company has delivered to Buyer or its counsel complete and accurate copies of the following: (a) the Certificate of Formation and Operating Agreement of the Company, as currently in effect, and attached hereto as Schedule 2.2--1, and (b) minutes and other records of the meetings and other proceedings of the managers and members of the Company. The Company is not in violation of any provisions of its Certificate of Formation or Operating Agreement. Except as set forth on Schedule 2.2--2, the minute books of the Company, all of which have been made available to Buyer, are complete and correct in all material respects and have been maintained in accordance with sound business practices. The minute books of the Company contain accurate and complete records of all meetings, and actions taken by written consent of, the members, the managers and any committees of the managers of the Company, and no meeting, or action taken by written consent, of any such members, managers or committees have been held for which minutes have not been prepared and are not contained in such minute books. At the Closing, all of those books and records will be in the possession of the Company.
2Organizational Documents. The Company has delivered or made available to Parent true, complete and correct copies of the Organizational Documents of each Acquired Entity, in each case as amended through the date of this Agreement, and each such Organizational Document is in full force and effect. No Acquired Entity is in violation of its Organizational Documents.

Related to 2Organizational Documents

  • 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; 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.

  • Changes in Organizational Documents Each of the Loan Parties shall not amend, modify or change its certificate of incorporation (including any provisions or resolutions relating to capital stock), constitution, by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents in any manner materially adverse to the interests of the Lenders without obtaining the prior written consent of the Required Lenders.

  • Amendments to Organizational Documents Parent will not, and will not permit any of its Subsidiaries to amend, modify, or grant any waiver or release under or terminate in any manner, any Organizational Documents in any manner materially adverse to, or which would impair the rights of, the Lenders.

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

  • Amendment of Organizational Documents The Borrower will not, or will permit any Restricted Subsidiary to, amend, modify or waive any of its rights under its articles or certificate of incorporation, by-laws or other organizational documents, in either case, to the extent such amendment, modification or waiver would be adverse in any material respect to the rights or interests of the Lenders hereunder or under any other Loan Document.

  • Certified Copies of Organizational Documents The Agent shall have received from each Borrower a copy, certified as of a recent date by the appropriate officer of each State in which such Person is organized and in which the Eligible Real Estate Assets are located and a duly authorized officer, partner or member of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter or operating agreement and/or other organizational agreements of such Borrower, as applicable, and its qualification to do business, as applicable, as in effect on such date of certification.

  • Delivery of Organizational Documents On or before the Closing Date, Borrower shall deliver or cause to be delivered to Lender copies certified by Borrower of all organizational documentation related to Borrower and/or the formation, structure, existence, good standing and/or qualification to do business, as Lender may request in its sole discretion, including, without limitation, good standing certificates, qualifications to do business in the appropriate jurisdictions, resolutions authorizing the entering into of the Loan and incumbency certificates as may be requested by Lender.

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

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

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