Closing Certificate; Good Standing Certificates Sample Clauses

Closing Certificate; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit B, with appropriate insertions and attachments satisfactory in form and substance to the Administrative Agent, including (A) the certificate of incorporation of the Borrower, certified by the relevant authority of the jurisdiction of organization of the Borrower, and the bylaws of the Borrower, (B) Board of Directors resolutions in respect of the Loan Documents to which the Borrower or the Guarantor, as applicable, is a party, and (C) incumbency certificates with respect to the Borrower and the Guarantor and (ii) a good standing certificate (or similar certificate) for each of the Borrower and the Guarantor from their respective jurisdictions of organization.
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Closing Certificate; Good Standing Certificates. The following supporting documents with respect to the Borrower and the other Loan Parties: (i) a certificate certifying that (x) its certificate or articles of incorporation, formation, organization or certificate of limited partnership (as applicable), (y) its regulations or by-laws, partnership agreement or operating agreement or limited liability company agreement (as applicable) and (z) the resolutions previously adopted by it authorizing the execution and delivery of this Agreement, any Notes, the Guarantee and Collateral Agreement and the other Loan Documents delivered on the Effective Date or to be delivered on the Closing Date to which it is a party and performance by it of all of its obligations thereunder have, in each case, not been amended since the Effective Date and (ii) confirmation (to the extent applicable in such Loan Party’s jurisdiction of organization) that it is good standing.
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Closing Certificate; Good Standing Certificates. The Agent shall have received (i) a certificate of each Loan Party, dated the Sixth Amendment Effective Date, substantially in the form attached to the Sixth Amendment as Attachment 3 (the “Sixth Amendment Closing Certificate”), with appropriate insertions and attachments and (ii) a good standing certificate from each Borrower from its jurisdiction of incorporation [and the State of California] dated not earlier than thirty (30) days prior to the Sixth Amendment Effective Date.
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Closing Certificate; Good Standing Certificates. The Agent shall have received (i) a certificate of each Loan Party, dated the Restatement Date, substantially in the form of Exhibit F, with appropriate insertions and attachments and (ii) a good standing certificate from each Borrower from its jurisdiction of incorporation and the State of California dated not earlier than thirty (30) days prior to the Restatement Date.
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Closing Certificate; Good Standing Certificates. The Administrative Agent shall have received a certificate of each Loan Party, dated the Effective Date, substantially in the form of Exhibit C, with good-standing certificates for each Loan Party from its jurisdiction of organization attached and representing that no amendments or modifications have been made to such Loan Party’s organizational documents since the Original Closing Date (or the date on which such Person became a Loan Party).
Sample 1
Closing Certificate; Good Standing Certificates. The Agent shall have received (i) a certificate of each Loan Party, dated the Third Amendment Effective Date, substantially in the form attached to the Third Amendment as Attachment 1 (the “Third Amendment Closing Certificate”), with appropriate insertions and attachments and (ii) a good standing certificate from each Borrower from its jurisdiction of incorporation dated not earlier than thirty (30) days prior to the Third Amendment Effective Date.
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Related to Closing Certificate; Good Standing Certificates

  • Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the 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 for each Loan Party from its jurisdiction of organization.

  • Closing Certificates The Administrative Agent shall have received a certificate of the Credit Parties, dated the Original Closing Date, substantially in the form of Exhibit I to the Original Credit Agreement, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in Section 6.7.

  • Good Standing Certificates The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Closing Certificates; Etc The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

  • 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.

  • Closing Certificate The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

  • Company Closing Certificate Parent shall have received a certificate duly executed on behalf of the Company by a duly authorized officer of the Company certifying that the conditions set forth Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied.

  • Servicing Certificate Not later than each Determination Date, the Master Servicer shall deliver (a) to the Indenture Trustee, the data necessary to prepare the items below and the statement for Noteholders required to be prepared pursuant to Section 4.04 and (b) to the Indenture Trustee, the Owner Trustee, the Sponsor, the Depositor, the Paying Agent, the Credit Enhancer, and each Rating Agency a Servicing Certificate (in written form or the form of computer readable media or such other form as may be agreed to by the Indenture Trustee and the Master Servicer), together with an Officer's Certificate to the effect that the Servicing Certificate is correct in all material respects, stating the related Collection Period, Payment Date, the series number of the Notes, the date of this Agreement, and:

  • Closing Certificate and Opinion On or before the Closing Date, the Master Servicer shall cause to be delivered to the Depositor and Xxxxxx Brothers Inc. an Opinion of Counsel, dated the Closing Date, in form and substance reasonably satisfactory to the Depositor and Xxxxxx Brothers Inc., as to the due authorization, execution and delivery of this Agreement by the Master Servicer and the enforceability thereof.

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