Organic Documents, etc Clause Samples

The 'Organic Documents, etc' clause defines the foundational legal documents that establish and govern the existence and operations of an entity, such as articles of incorporation, bylaws, partnership agreements, or operating agreements. This clause typically specifies which documents are considered authoritative for the entity and may require parties to provide copies or ensure compliance with these documents during the course of a transaction. Its core practical function is to ensure all parties have a clear understanding of the entity's legal structure and governance, thereby reducing the risk of misunderstandings or disputes regarding authority and organizational procedures.
Organic Documents, etc. The Administrative Agent shall have received from the Borrower a certificate, dated the Effective Date, of an Authorized Officer certifying that attached thereto are true, correct and complete copies of the Organic Documents of the Borrower, together with all amendments thereto, and a certificate of good standing or equivalent document as to the Borrower, certified by the appropriate governmental officer in its jurisdiction of incorporation or formation, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA Patriot Act.
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Organic Documents, etc. The Agent shall have received copies of the Organic Documents of each of the Borrower and the Guarantor, together with all amendments thereto, and a certificate of good standing or equivalent document as to each of the Borrower and the Guarantor, each certified by the appropriate governmental officer in its jurisdiction of incorporation or formation, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Agent or any Lender to verify the identity of the Borrower or the Guarantor as required by Section 326 of the USA PATRIOT Act.
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Organic Documents, etc. The Administrative Agent shall have received copies of the Organic Documents of the Borrower, together with all amendments thereto, and a certificate of good standing or equivalent document as to the Borrower, certified by the appropriate governmental officer in its jurisdiction of incorporation or formation, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA Patriot Act.
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Organic Documents, etc. The Administrative Agent shall have received copies of the Organic Documents of (i) the Target immediately prior to the Initial Borrowing Date and (ii) the Noble Merger Subsidiary, together with all amendments thereto, and a certificate of good standing or equivalent document as to the Target (immediately prior to the Initial Borrowing Date) and the Noble Merger Subsidiary, certified by the appropriate governmental officer in its jurisdiction of incorporation or formation, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of the Target or the Noble Merger Subsidiary as required by Section 326 of the USA Patriot Act.
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Organic Documents, etc. The copies of the articles of ---------------------- organization and operating agreement of Billmart, including any amendments thereto, which have been delivered to Radiant are true, correct and complete copies of such instruments as presently in effect. The members, managers and officers of Billmart are listed in Schedule 4.3 (e). ----------------
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Organic Documents, etc. The Administrative Agent shall have received from each Obligor, (a) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (b) a certificate, dated the Closing Date, of its Secretary or Assistant Secretary as to
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Organic Documents, etc. The copies of the articles of ---------------------- organization and operating agreement of PrysmTech, including any amendments thereto, which have been delivered to Radiant are true, correct and complete copies of such instruments as presently in effect. The managers and officers of PrysmTech are listed in Schedule 4.4(e). ---------------
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Organic Documents, etc. The Administrative Agent shall have received, with counterparts for each Lender, certificates, dated the date of the First Amendment Effective Date, executed and delivered by an Authorized Officer of Central Virginia and of Global, as applicable, certifying, among other things, (a) that attached thereto is a true and complete copy of Central Virginia=s Organic Documents and all amendments thereto, certified by the Secretary of State of the State of Delaware and dated a date reasonably near the First Amendment Effective Date; (b) that attached thereto are true and complete copies of all partnership and corporate action taken by or on behalf of Global and Central Virginia, as the case may be, authorizing the execution, delivery and performance of this Amendment, each other Loan Document to which Global or Central Virginia is a party and all other aspects of the Global Transaction, and that such authorization has not been modified, rescinded or amended and is in full force and effect; (c) that attached thereto is a true and complete copy of Central Virginia=s (A) Management Agreement and (B) Franchise Agreements, in each case as in effect on the First Amendment Effective Date, together with all amendments, waivers and other modifications made thereto and a part thereof and that each such Management Agreement and Franchise Agreement is in full force and effect; and (d) as to the name, incumbency and specimen signature of each Authorized Officer of Central Virginia authorized to execute this Amendment and each other Loan Document to be executed by it (and the Administrative Agent and each Lender may conclusively rely on such certificate until it shall have received a further certificate canceling or amending such prior certificate).
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Related to Organic Documents, etc

  • Organic Documents Amend, modify or otherwise change any of its Organic Documents as in effect on the Closing Date.

  • Public Documents The Common Stock of the Borrower is registered pursuant to Section 12 of the Exchange Act and the Borrower is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The Borrower has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC, the Principal Trading Market, or any other Governmental Authority, as applicable (all of the foregoing filed within the two (2) years preceding the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “Public Documents”). The Borrower is current with its filing obligations with the SEC, the Principal Trading Market, or any other Governmental Authority, as applicable, and all Public Documents have been filed on a timely basis by the Borrower. The Borrower represents and warrants that true and complete copies of the Public Documents are available on the SEC website or the Principal Trading Market website, as applicable (▇▇▇.▇▇▇.▇▇▇, or ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) at no charge to Lender, and Lender acknowledges that it may retrieve all Public Documents from such websites and Lender’s access to such Public Documents through such website shall constitute delivery of the Public Documents to Lender; provided, however, that if Lender is unable to obtain any of such Public Documents from such websites at no charge, as result of such websites not being available or any other reason beyond Lender’s control, then upon request from Lender, the Borrower shall deliver to Lender true and complete copies of such Public Documents. The Borrower shall also deliver to Lender true and complete copies of all draft filings, reports, schedules, statements and other documents required to be filed with the requirements of the Principal Trading Market that have been prepared but not filed with the Principal Trading Market as of the date hereof. None of the Public Documents, at the time they were filed with the SEC, the Principal Trading Market, or other Governmental Authority, as applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such Public Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof, which amendments or updates are also part of the Public Documents). As of their respective dates, the consolidated financial statements of the Borrower and its Subsidiaries included in the Public Documents complied in all material respects with applicable accounting requirements and any published rules and regulations of the SEC and Principal Trading Market with respect thereto.

  • Organizational Documents The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.

  • Organization Documents After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above (to the extent applicable in the relevant Loan Party’s jurisdiction) and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing Date and at all times since the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.

  • Adverse Agreements, Etc No Loan Party or any of its Subsidiaries is a party to any Contractual Obligation or subject to any restriction or limitation in any Governing Document or any judgment, order, regulation, ruling or other requirement of a court or other Governmental Authority, which (either individually or in the aggregate) has, or in the future could reasonably be expected (either individually or in the aggregate) to have, a Material Adverse Effect.