Closing Certificate; Certified Certificate of Incorporation; Good Standing Clause Samples
This clause requires the delivery of specific documents at the closing of a transaction to confirm the legal status and authority of a party, typically a corporation. It generally mandates that a closing certificate, a certified copy of the certificate of incorporation, and a certificate of good standing be provided. For example, the closing certificate may confirm that all conditions precedent have been met, the certified certificate of incorporation verifies the company's formation, and the good standing certificate demonstrates that the company is authorized to do business in its jurisdiction. The core function of this clause is to provide assurance to the other party that the company is validly existing, in good legal standing, and authorized to enter into the transaction, thereby reducing the risk of future legal challenges.
Closing Certificate; Certified Certificate of Incorporation; Good Standing. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Restatement Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate and bringdown good standings for each Loan Party from its jurisdiction of organization.
Closing Certificate; Certified Certificate of Incorporation; Good Standing. The Administrative Agent shall have received (i) a certificate of each Released 2005 Securitization Subsidiary, dated the Restatement Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each such Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party and the certificate of formation and limited liability company agreement of each such Loan Party that is a limited liability company, and (ii) a long form good standing certificate for each Released 2005 Securitization Subsidiary from its jurisdiction of organization.