Good Standing Waiver Sample Clauses

Good Standing Waiver. The undersigned Lenders hereby grant the Good Standing Waiver, subject to the following terms and conditions: (a) Kindred and the Borrower shall (i) cause the Waiver Entity to be in good standing under its jurisdiction of incorporation as soon as practicable after the date hereof and in any event by no later than October 31, 2001 and (ii) on or prior to October 31, 2001, deliver to the Administrative Agent a certificate from the Secretary of State of the Waiver Entity's jurisdiction of incorporation as to the good standing of the Waiver Entity; and (b) the Good Standing Waiver shall automatically cease to be effective and terminate at 5:00 P.M. (Eastern Time) on October 31, 2001.
Sample 1
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Good Standing Waiver. (a) Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, on and as of the Funding Date, each of the Administrative Agent and the Lenders party hereto (which collectively constitute the Required Lenders) hereto agree to waive the Good Standing Default (as defined below) provided that such waiver shall only be effective as long as on or prior to the date that is 75 days after the Funding Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion, such date, the “Good Standing Deadline”), ESI shall have caused the Administrative Agent to have received the certificate of good standing (or subsistence or existence) of each of Bayport Chemical Service, Inc. and X. Xxxxxxx Ltd. from the Secretary of State of the State of Texas, and if reasonably requested by the Administrative Agent, a reaffirmation agreement from each such Subsidiary ratifying and affirming its obligations under the Loan Documents; provided that, to the extent either such Subsidiary ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary (subject to the terms and conditions in the Amended Credit Agreement (other than any requirement that either of Bayport Chemical Service, Inc. and X. Xxxxxxx Ltd. be in good standing)) prior to such Good Standing Deadline, such certificates of good standing (or subsistence or existence) shall no longer be required to be delivered (such waiver, the “Good Standing Waiver”); provided that, the parties hereto acknowledge that the certificate of good standing (or subsistence or existence) of Bayport Chemical Service, Inc. and X. Xxxxxxx Ltd. have been delivered to the Administrative Agent. (b) The Good Standing Waiver is limited in nature and nothing contained herein is intended, or shall be deemed or construed to (i) constitute a waiver of any other past or future Defaults or Events of Default or compliance with any term or provision of the Loan Documents or (ii) establish a custom or course of dealing between the Borrowers, on the one hand, and the Administrative Agent and/or any Lender, on the other hand. The Loan Parties acknowledge and agree that, except as expressly set forth in this Amendment, the Agent and the Lenders expressly reserve all rights and remedies that the Agent and the Lenders now or may in the future have under any or all of the Loan Documents and applicable law in connection with all Defaults or Events of Default. (c) As used herein, “Good Standing Default” ...
Sample 1

Related to Good Standing Waiver

  • Good Standing The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

  • 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.

  • 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.

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

  • Good Standing of the Company The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in 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 so to qualify or to be in good standing would not result in a Material Adverse Effect.

  • Due Organization, Good Standing and Corporate Power Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole. The Company has made available to Parent and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each of its Subsidiaries, in each case as amended to the date of this Agreement. Other than as set forth in Section 3.01(a) of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement, the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries.

  • 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 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.

  • Organization, Good Standing and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.

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