Governing Documents and Good Standings Sample Clauses

Governing Documents and Good Standings. Administrative Agent shall have received (i) copies, certified as correct and complete by the applicable state of organization of each Borrower and Guarantor, of the certificate of incorporation, certificate of formation or certificate of limited liability partnership, as applicable, of each Borrower and Guarantor, with any amendments to any of the foregoing, as of a recent date (together with applicable certified documents evidencing the name change of Guarantor, including Certificate of Ownership and Merger filed with the Delaware Secretary of State), (ii) copies, certified as correct and complete by an authorized officer, member or partner of each Borrower and Guarantor, of all other documents necessary for performance of the obligations of Borrower and Guarantor under this Agreement and the other Financing Agreements, and (iii) certificates of good standing for each Borrower and Guarantor issued by the state of organization of each Borrower and Guarantor and by each state in which each Borrower and Guarantor is doing and currently intends to do business for which qualification is required, as of a recent date (such certificates set forth in (i) through (iii), the “Certificates”).
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Governing Documents and Good Standings. Lender shall have received (i) copies, certified as correct and complete by the applicable state of organization of each Borrower and Guarantor, of the certificate of incorporation, certificate of formation or certificate of limited liability partnership, as applicable, of each Borrower and Guarantor, with any amendments to any of the foregoing, (ii) copies, certified as correct and complete by an authorized officer, member or partner of each Borrower and Guarantor, of all other documents necessary for performance of the obligations of Borrower and Guarantor under this Agreement and the other Financing Agreements, and (iii) certificates of good standing for each Borrower and Guarantor issued by the state of organization of each Borrower and Guarantor and by each state in which each Borrower and Guarantor is doing and currently intends to do business for which qualification is required (such certificates set forth in (i) through (iii), the “Certificates”).
Sample 1Sample 2
Governing Documents and Good Standings. Lender shall have received (i) copies, certified as correct and complete by the state of organization of Borrower, of the certificate of incorporation, certificate of formation or certificate of limited liability partnership, as applicable, of Borrower and Diversicare Leasing, with any amendments to any of the foregoing, (ii) copies, certified as correct and complete by an authorized officer, member or partner of Borrower, of all other documents necessary for performance of the obligations of Borrower under this Agreement and the other Financing Agreements, and (iii) certificates of good standing for Borrower, Diversicare Leasing and Manager issued by the state of organization of Borrower, Diversicare Leasing and Manager and certificates of authority to do business by the state in which the Facility is located for each of Borrower and Manager (such certificates set forth in (i) through (iii), the “Certificates”).
Sample 1
Governing Documents and Good Standings. Administrative Agent shall have received (i) copies, certified as correct and complete by an authorized officer, member or partner of each Borrower, Borrower Agent, Pledgor and Guarantor/Parent, of the certificate of incorporation, certificate of formation or certificate of limited liability partnership, as applicable, of each Borrower, Borrower Agent, Pledgor and Guarantor/Parent, with any amendments to any of the foregoing, (ii) copies, certified as correct and complete by an authorized officer, member or partner of each Borrower, Borrower Agent, Pledgor and Guarantor/Parent, of all other documents necessary for performance of the obligations of each Borrower, Borrower Agent, Pledgor and Guarantor/Parent under this Agreement and the other Financing Agreements, and (iii) certificates of good standing for each Borrower, Borrower Agent, Pledgor and Guarantor/Parent issued by the state of organization of each Borrower, Borrower Agent, Pledgor and Guarantor/Parent and by each state in which each Borrower, Borrower Agent, Pledgor and Guarantor/Parent is doing and currently intends to do business for which qualification is required, as of a recent date (such certificates set forth in (i) through (iii), the “Certificates”).
Sample 1

Related to Governing Documents and Good Standings

  • 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.

  • Formation and Good Standing Such Party is a limited partnership or limited liability company, legally formed, validly existing and, to the extent applicable, in good standing under the laws of the state of its formation. Such Party is duly qualified to do business and is in good standing as a foreign limited partnership or limited liability company, as applicable, in each jurisdiction where the character of the properties owned or leased by it or the nature of the businesses transacted by it requires it to be so qualified.

  • Organization Documents; Good Standing Each of the following documents:

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

  • Incorporation and Good Standing The Company has been duly incorporated or formed and is validly existing and in good standing as a company limited by shares under the laws of the jurisdiction of its formation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. As of the Closing, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is not otherwise disclosed in the Disclosure Package.

  • Due Incorporation and Good Standing AVRS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

  • Organization, Existence and Good Standing Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware and has full corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as presently conducted.

  • Due Formation and Good Standing The Borrower is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified.

  • Incorporation; Good Standing 28 7.1.2. Authorization...............................................29 7.1.3. Enforceability..............................................29 7.2.

  • Charter and Good Standing For each Credit Party, such Person's (a) charter and all amendments thereto, (b) good standing certificates (including verification of tax status) in its state of incorporation and (c) good standing certificates (including verification of tax status) and certificates of qualification to conduct business in each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, each dated a recent date prior to the Closing Date and certified by the applicable Secretary of State or other authorized Governmental Authority.

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