Common use of Good Standing Certificates Clause in Contracts

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.

Appears in 13 contracts

Samples: Credit Agreement (ESH Hospitality, Inc.), Security Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)

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

Appears in 10 contracts

Samples: Credit Agreement, Credit Agreement (Moray Pipeline Co LLC), Credit Agreement (El Paso Energy Partners Lp)

Good Standing Certificates. The Administrative Agent shall have received certificates (long form, if available) dated as of a recent date from the Secretary of State or other appropriate authority 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 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.

Appears in 8 contracts

Samples: Credit Agreement (Sprague Resources LP), Credit Agreement (Sprague Resources LP), Credit Agreement (Sprague Resources LP)

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 and/or existence (to the extent such concept is applicable) of the Borrower and each other 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 Effectformation.

Appears in 6 contracts

Samples: Credit Agreement (Americold Realty Trust), Credit Agreement (Americold Realty Trust), Credit Agreement (Americold Realty Trust)

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 authority, evidencing the good standing of each Loan Party the New Borrower (i) to the extent relevant under applicable laws, in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property 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.

Appears in 5 contracts

Samples: Credit Agreement (Sprague Resources LP), Credit Agreement (Sprague Resources LP), Credit Agreement (Sprague Resources LP)

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 authority, evidencing the good standing of each Loan Party (i) the New Borrower to the extent relevant under applicable laws, 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 Effectorganization.

Appears in 4 contracts

Samples: Credit Agreement (Cypress Energy Partners, L.P.), Credit Agreement, Credit Agreement (Cypress Energy Partners, L.P.)

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 Effectformation.

Appears in 4 contracts

Samples: Credit Agreement (CorePoint Lodging Inc.), Guaranty and Security Agreement (CorePoint Lodging Inc.), Credit Agreement (CorePoint Lodging Inc.)

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for the New Lender, certificates dated as of a recent date from the Secretary secretary of State state or other appropriate authority 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.

Appears in 3 contracts

Samples: Security Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for the Increasing Lender, certificates dated as of a recent date from the Secretary secretary of State state or other appropriate authority 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.

Appears in 3 contracts

Samples: Security Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)

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 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 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 EffectPerson.

Appears in 3 contracts

Samples: Uncommitted Credit Agreement (Aegean Marine Petroleum Network Inc.), Credit Agreement (Green Plains Renewable Energy, Inc.), Uncommitted Credit Agreement (Aegean Marine Petroleum Network Inc.)

Good Standing Certificates. The Administrative Agent shall have received certificates of status, compliance or good standing (as applicable) dated as of a recent date from the Secretary of State or other appropriate authority 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 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.

Appears in 3 contracts

Samples: Credit Agreement (Sprague Resources LP), Credit Agreement (Sprague Resources LP), Security Agreement

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 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 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.

Appears in 2 contracts

Samples: Credit Agreement (Sprague Resources LP), Credit Agreement (Sprague Resources LP)

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 authority, evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation organization, and (ii) in each other jurisdiction where its ownership, lease or operation of Property 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.

Appears in 2 contracts

Samples: Credit Agreement (Global Signal Inc), Global Signal Inc

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Person becoming a Loan Party as of such Acquisition Closing Date (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property 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.

Appears in 2 contracts

Samples: Credit Agreement (Unidigital Inc), Pledge Agreement (Denali Inc)

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Transaction Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property 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 would not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Monarch Machine Tool Co), Credit Agreement (Celadon Group Inc)

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority 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 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.

Appears in 2 contracts

Samples: Credit Agreement (Unidigital Inc), Pledge Agreement (Denali Inc)

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party (i) to the extent relevant under applicable laws, in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property 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.

Appears in 2 contracts

Samples: Third Increase Agreement and Waiver (Buckeye Partners, L.P.), And Increase Agreement (Buckeye Partners L P)

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 authority, evidencing the good standing of each Loan Party Borrower and the Parent (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person exceptPerson, except for as to this subclause (ii), where the failure to so qualify could would not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Uncommitted Credit Agreement (Par Petroleum Corp/Co)

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party existing as of the Closing Date (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property 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.

Appears in 1 contract

Samples: Credit Agreement (Universal Hospital Services Inc)

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 authority, evidencing the good standing of each Loan Party and the General Partner (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property 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.

Appears in 1 contract

Samples: Security Agreement (Sprague Resources LP)

Good Standing Certificates. The Administrative Agent shall have received copies of certificates dated as of a recent date from the Secretary of State or other appropriate authority of such jurisdiction, evidencing the good standing of the Borrower and each other Loan Party (i) as defined in the jurisdiction of its organization or formation and (iiExisting EPNHC Credit Agreement) in each other jurisdiction state where its the ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person exceptcorporation, partnership or limited liability company, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effectcase may be.

Appears in 1 contract

Samples: Credit Agreement (El Paso Energy Partners Lp)

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for the Increasing Lender, certificates dated as of a recent date from the Secretary secretary of State state or other appropriate authority authority, evidencing the good standing of each Loan Party (iand Sponsor(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.

Appears in 1 contract

Samples: Credit Agreement (ESH Hospitality LLC)

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 authority, evidencing the good standing of each Loan Party the Borrower (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property 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.

Appears in 1 contract

Samples: Credit Agreement (Cheniere Energy Inc)

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority 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 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 expected, whether individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Technical Olympic Usa Inc)

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Good Standing Certificates. The Administrative Agent shall have received certificates (long form, if available) dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party and the General Partner (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property 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.

Appears in 1 contract

Samples: Security Agreement (Sprague Resources LP)

Good Standing Certificates. The Administrative Agent shall have received received, with -------------------------- a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority 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 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.

Appears in 1 contract

Samples: Agreement (Healthcor Holdings Inc)

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority 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 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.

Appears in 1 contract

Samples: Credit Agreement (Diversified Food Group Inc)

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority (federal, provincial or other), 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 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 would not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Dominion Bridge Corp)

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 and Sponsor (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.

Appears in 1 contract

Samples: Credit Agreement (ESH Hospitality LLC)

Good Standing Certificates. The Administrative Agent shall have received certificates of status, compliance or good standing (as applicable) dated as of a recent date from the Secretary of State or other appropriate authority 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 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.. (h)

Appears in 1 contract

Samples: Credit Agreement (Sprague Resources LP)

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Bank, certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Person becoming a Loan Party as of such Acquisition Closing Date (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property 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.

Appears in 1 contract

Samples: Credit Agreement (Standard Automotive Corp)

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.formation;

Appears in 1 contract

Samples: Credit Agreement (CorePoint Lodging Inc.)

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for the New Lender, certificates dated as of a recent date from the Secretary secretary of State state or other appropriate authority authority, evidencing the good standing of each Loan Party (iand Sponsor(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.

Appears in 1 contract

Samples: Credit Agreement (ESH Hospitality LLC)

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 authority, evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation organization, and (ii) in each other jurisdiction where its ownership, lease or operation of Property 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 would not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Sba Communications Corp)

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority 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 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.

Appears in 1 contract

Samples: Credit Agreement (Armor Holdings Inc)

Good Standing Certificates. The Administrative Agent shall have received certificates a certificate dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party the Borrower and Hartree, (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property 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 qualify, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Hartree Bulk Storage, LLC)

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 and/or existence (to the extent such concept is applicable) of each Borrower and each other 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 Effectformation.

Appears in 1 contract

Samples: Assignment and Assumption (Americold Realty Trust)

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 authority, evidencing the good standing of each Loan Party Borrower (ix) in the jurisdiction of its organization or formation and (iiy) in each other jurisdiction where its ownership, lease or operation of Property 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 EffectPerson.

Appears in 1 contract

Samples: Credit Agreement (Green Plains Renewable Energy, Inc.)

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 authority, evidencing the good standing of Borrower and each Loan Party Guarantor (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property 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 EffectPerson.

Appears in 1 contract

Samples: Revolving Credit Loan and Security Agreement (Ashford Hospitality Trust Inc)

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