Certificate of Formation and Good Standing Sample Clauses

Certificate of Formation and Good Standing. For each Credit Party, (a) its articles or certificate of incorporation or certificate of formation, as applicable, and all amendments thereto, (b) good standing certificates (including verification of tax status) in its state of incorporation or formation, as applicable, and (c) good standing certificates (including verification of tax status) and certificates of qualification to conduct business in each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, each dated a recent date prior to the Closing Date and certified by the applicable Secretary of State or other authorized Governmental Authority.
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Certificate of Formation and Good Standing. For each Credit Party, (a) its articles or certificate of incorporation or certificate of formation or equivalent organizational document, as applicable, and all amendments thereto, (b) good standing certificates or similar certificates (including verification of tax status) in its state, province or jurisdiction of incorporation or formation, as applicable, but only if such concept has legal consequence in such state, province or jurisdiction and (c) good standing certificates or similar certificates (including verification of tax status) and certificates of qualification to conduct business in each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, but only if such concept has legal consequence in such jurisdiction except, with respect to foreign qualifications, where the failure to be in good standing could not reasonably be expected to have a Material Adverse Effect, each dated a recent date prior to the date hereof and certified by the applicable Secretary of State or other authorized Governmental Authority shall have been delivered to Agents.
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Certificate of Formation and Good Standing. For each Credit Party, (a) its articles or certificate of incorporation or certificate of formation, as applicable, and all amendments thereto and (b) good standing certificates (including verification of tax status) in its state of incorporation or formation, as applicable, each dated a recent date prior to the Closing Date and certified by the applicable Secretary of State or other authorized Governmental Authority shall have been delivered to Agent.
Sample 1
Certificate of Formation and Good Standing. For each Credit Party, (a) its articles or certificate of incorporation or certificate of formation or equivalent organizational document, as applicable, and all amendments thereto, (b) good standing certificates or similar certificates (including verification of tax status) in its state or jurisdiction of incorporation or formation, as applicable, but only if such concept has legal consequence in such state or jurisdiction and (c) good standing certificates or similar certificates (including verification of tax status) and certificates of qualification to conduct business in each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, but only if such concept has legal consequence in such jurisdiction, each dated a recent date prior to the date hereof and certified by the applicable Secretary of State or other authorized Governmental Authority shall have been delivered to Agents.
Sample 1
Certificate of Formation and Good Standing. The Company shall have delivered to each Seller a certificate evidencing the formation (or other organization) and good standing of the Company issued by the Secretary of State of Delaware as of a date within five (5) Business Days of the Closing Date.
Sample 1
Certificate of Formation and Good Standing. For each Credit Party, (a) its articles or certificate of incorporation or certificate of formation, as applicable, and all amendments thereto, (b) good standing certificates (including verification of tax status) in its state of incorporation or formation, as applicable, and (c) good standing certificates (including verification of tax status) and certificates of qualification to conduct business in each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, each dated a recent date prior to the Amendment Effective Date and certified by the applicable Secretary of State or other authorized Governmental Authority shall have been delivered to Agent.
Sample 1
Certificate of Formation and Good Standing. For each Credit Party, (a) its articles or certificate of incorporation or certificate of formation, as applicable, and all amendments thereto, (b) good standing certificates (including verification of tax status) in its state of incorporation or formation, as applicable, and (c) good standing certificates (including verification of tax status) and certificates of qualification to conduct business in each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, each dated a recent date prior to the date hereof and certified by the applicable Secretary of State or other authorized Governmental Authority shall have been delivered to Agent; provided, that Borrower will file to qualify to do business as a foreign corporation in Minnesota, Nebraska and Arkansas not later than 2 Business Days after the date hereof.
Sample 1
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Certificate of Formation and Good Standing. Borrower's Certificate of Formation received by Lender pursuant to this Agreement has not been modified. Borrower has not taken nor allowed any action that would result in it not being in good standing. Borrower has not received notice of any actual or threatened action to revoke its certificate of formation or good standing.
Sample 1

Related to Certificate of Formation and Good Standing

  • Certificate of Formation The execution of the Certificate of Formation and the filing thereof in the office of the Secretary of State of the State of Delaware are hereby ratified, confirmed and approved.

  • 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.

  • Incorporation and Good Standing The Company has been duly incorporated or formed and is validly existing and in good standing as a company limited by shares under the laws of the jurisdiction of its formation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. As of the Closing, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is not otherwise disclosed in the Disclosure Package.

  • Formation and Good Standing Such Party is a limited partnership or limited liability company, legally formed, validly existing and, to the extent applicable, in good standing under the laws of the state of its formation. Such Party is duly qualified to do business and is in good standing as a foreign limited partnership or limited liability company, as applicable, in each jurisdiction where the character of the properties owned or leased by it or the nature of the businesses transacted by it requires it to be so qualified.

  • Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity (a) Amend, modify or change its Organization Documents in a manner adverse to the Lenders.

  • Certificate of Good Standing Legal Existence; and

  • Incorporation; Good Standing 28 7.1.2. Authorization...............................................29 7.1.3. Enforceability..............................................29 7.2.

  • Due Incorporation and Good Standing AVRS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

  • Incorporation and Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify would not result in a Material Adverse Change.

  • Certificate of Existence A certification of the Secretary of State (or other government authority) of the State of the Borrower's Incorporation or Organization as to the existence or good standing of the Borrower and its charter documents on file.

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