CERTIFICATES OF GOOD STANDING, ETC Sample Clauses

CERTIFICATES OF GOOD STANDING, ETC. The Administrative Agent shall have received (a) the Governing Documents and other organizational documents of each Credit Party as in effect on the Closing Date, certified as of a recent date by the Secretary of State (or other similar applicable Governmental Authority) of the jurisdiction of incorporation or organization of such Credit Party, and (b) a good standing certificate as of a recent date for each Credit Party from the Secretary of State of the jurisdiction of incorporation or organization of such Credit Party and each State or other jurisdiction where the failure of such Credit Party to be qualified to do business as a foreign corporation or other entity could reasonably be expected to have a Materially Adverse Effect, together with (by telephonic or facsimile transmission) a bring-down certificate, dated on or as of the Closing Date, from the Secretary of State of the jurisdiction of incorporation or organization of such Credit Party.
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CERTIFICATES OF GOOD STANDING, ETC. The Administrative Agent shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of the Borrower and each Guarantor.
Sample 1
CERTIFICATES OF GOOD STANDING, ETC. The Administrative Agent shall have received: (a) the Governing Documents and other organizational documents of each of the Principal Companies as in effect on the Effective Date, certified as of a recent date by the Secretary of State (or other similar applicable Governmental Authority) of the jurisdiction of incorporation or organization of such Credit Party; and (b) a good standing certificate as of a recent date for each Credit Party from the Secretary of State of the jurisdiction of incorporation or organization of such Credit Party and each State or other jurisdiction where the failure of such Credit Party to be qualified to do business as a foreign corporation or other entity could reasonably be expected to have a Materially Adverse Effect.
Sample 1
CERTIFICATES OF GOOD STANDING, ETC. The Lender shall have received a good standing certificate as of a recent date for each Principal Company from the Secretary of State of the jurisdiction of incorporation or organization of such Principal Company and each State or other jurisdiction where the failure of such Principal Company to be qualified to do business as a foreign corporation or other entity could reasonably be expected to have a Materially Adverse Effect.
Sample 1
CERTIFICATES OF GOOD STANDING, ETC. The Administrative Agent shall have received a good standing certificate as of a recent date for each Credit Party from the Secretary of State of the jurisdiction of incorporation or organization of such Credit Party and each State or other jurisdiction where the failure of such Credit Party to be qualified to do business as a foreign corporation or other entity could reasonably be expected to have a Materially Adverse Effect.
Sample 1
CERTIFICATES OF GOOD STANDING, ETC. The Administrative Agent shall have received a good standing certificate as of a recent date for each of the Principal Companies from the Secretary of State of the jurisdiction of incorporation or organization of such Credit Party.
Sample 1
CERTIFICATES OF GOOD STANDING, ETC. The Administrative Agent shall have received (a) the Governing Documents and other organizational documents of the Borrower, Friday and Chiqxxxx Xxxcessed Foods as in effect on the Amendment Date, certified as of a recent date by the Secretary of State (or other similar applicable Governmental Authority) of the jurisdiction of incorporation or organization of such entity, and (b) a good standing certificate as of a recent date (i) for the Borrower, Friday and Chiqxxxx Xxxcessed Foods from the Secretary of State of the jurisdiction of incorporation or organization of such entity, and (ii) for the Borrower and Friday from the Secretary of State in each State or other jurisdiction where the failure of such entity to be qualified to do business as a foreign corporation or other entity could reasonably be expected to have a Materially Adverse Effect.
Sample 1
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CERTIFICATES OF GOOD STANDING, ETC. The Administrative Agent shall have received: (a) the Governing Documents and other organizational documents of the Borrower as in effect on the date of this Amendment, certified as of a recent date by the Secretary of State (or other similar applicable Governmental Authority) of the jurisdiction of organization of the Borrower; and (b) a good standing certificate as of a recent date for the Borrower from the Secretary of State of the jurisdiction of organization of the Borrower and each State or other jurisdiction where the failure of the Borrower to be qualified to do business as a foreign limited liability company could reasonably be expected to have a Materially Adverse Effect.
Sample 1

Related to CERTIFICATES OF GOOD STANDING, ETC

  • Certificates of Good Standing Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of organization and, to the extent requested by the Administrative Agent, each other jurisdiction where such Credit Party is qualified to do business and, to the extent available, a certificate of the relevant taxing authorities of such jurisdictions certifying that such Credit Party has filed required tax returns and owes no delinquent taxes.

  • Certificate of Good Standing Legal Existence; and

  • Good Standing Certificates Agent shall have received good standing certificates for each Borrower dated not more than 30 days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each Borrower’s jurisdiction of incorporation and/or formation, as applicable, and each jurisdiction where the conduct of each Borrower’s business activities or the ownership of its properties necessitates qualification;

  • Organization, Good Standing, Etc Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrowers, to make the borrowings hereunder, and to execute and deliver each Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect.

  • Good Standing Certificate A certified copy of a good standing certificate from the jurisdiction of organization of Seller, dated as of no earlier than the date ten (10) Business Days prior to the Closing Date.

  • Organization; Good Standing The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Existence; Good Standing It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof. The state of residence or principal place of business of each Purchaser is set forth on Schedule 1.

  • Incorporation; Good Standing 43 7.1.2. Authorization. ...........................................................43 7.1.3. Enforceability. ..........................................................43 7.2.

  • Organization and Good Standing Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

  • Due Organization and Good Standing Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is qualified to transact business in each jurisdiction in which such qualification is deemed necessary.

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