Organization Documents, Etc. The Administrative Agent’s receipt of a duly executed certificate of a Responsible Officer of each Credit Party, attaching each of the following documents and certifying that each is true, correct and complete and in full force and effect as of the Funding Date:
Organization Documents, Etc. A certificate of an Executive Officer certifying true and correct copies of the Organization Documents of the Borrower.
Organization Documents, Etc. The Administrative Agent’s receipt of a duly executed certificate of a Responsible Officer of each Credit Party, attaching each of the following documents (or in the case of clauses (i) and, (ii) and (iii) below, certifying that no changes have been made to such documents since the Amendment No. 67 Effective Date or, in the case that changes have been made, attaching copies of such documentsdate such Credit Party became a Guarantor) and certifying that each is true, correct and complete and in full force and effect as of the Amendment No. 78 Effective Date:
Organization Documents, Etc. The Administrative Agent’s receipt of the following:
(i) copies of the Borrower Trust Agreement and the organizational documents of Royalty Pharma Investments 2019 ICAV;
(ii) good standing certificates and certified certificates of trust for the Borrower from the State of Delaware;
(iii) duly executed certificates of an authorized officer of the Owner Trustee and of Royalty Pharma Investments 2019 ICAV certifying the name and true signatures of the Persons authorized on its behalf to sign the respective Loan Document to which the Borrower or Royalty Pharma Investments 2019 ICAV is a party and any certificate or other instrument to be delivered by it hereunder; and
(iv) a duly executed certificate of an authorized officer of RP Management, LLC certifying the names and true signatures of the Persons authorized on its behalf to sign the other documents to be delivered by it hereunder.
Organization Documents, Etc. The Administrative Agent’s receipt of a duly executed certificate of a Responsible Officer of each Credit Party, either (i) attaching the following documents, as applicable, and certifying that each is true, correct and complete and in full force and effect as of the Amendment No. 4 Effective Date and/or (ii) certifying that no amendments or modifications have been made to the Organization Documents, resolutions or incumbency certificates of such Credit Party since such documents were delivered to the Administrative Agent on the Amendment No. 3 Effective Date or on the date such Credit Party became a Domestic Guarantor, and in each case, such Organization Documents, resolutions or incumbency certificates are true, correct and complete and in full force and effect (as applicable) as of the Amendment No. 4 Effective Date:
Organization Documents, Etc. The Administrative Agent’s receipt of the following:
(i) a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State;
(ii) a certificate of Responsible Officers of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, operating agreement or other similar organizational document of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or members of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certified copy thereof furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and
(iii) a certification of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above;
Organization Documents, Etc. The Administrative Agent shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Third Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Third Amendment Effective Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel:
(i) a Note executed by the Borrowers in favor of each Lender (including each New Lender) requesting a Note;
(ii) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Third Amendment Effective Date;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in (A) the jurisdiction of its incorporation or organization and (B) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
Organization Documents, Etc. A Certificate of an Authorized --------------------------- Officer certifying true and correct copies of the Organization Documents, the Shareholders Agreement and the Registration Rights Agreement.
Organization Documents, Etc. The copies of the Fourth Amended and Restated Certificate of Incorporation and Fourth Amended and Restated Bylaws of the Company, including any amendments thereto, the Organizational Documents of the other Company Entities and the Stockholders Agreement, which have been made available by the Company to Parent and Merger Sub, are true, correct and complete copies of such instruments as in effect on the date hereof. The current directors and executive officers of the Company and its Subsidiaries are listed on Disclosure Schedule 7.1(g).
Organization Documents, Etc. Receipt by the Administrative Agent of the following, each in form and substance reasonably satisfactory to the Administrative Agent:
(i) a duly executed certificate of a Responsible Officer of each Credit Party, dated as of the Closing Date, attaching each of the following documents and certifying that each is true and complete and in full force and effect as of the Closing Date:
(A) copies of the articles or certificate of organization or formation of such Credit Party, certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its organization,
(B) copies of the bylaws, operating agreement or partnership agreement of such Credit Party,
(C) copies of the resolutions of such Credit Party approving and adopting the Credit Documents to which it is party, the transactions contemplated therein, and authorizing the execution and delivery thereof, and
(D) incumbency certificates identifying each Responsible Officer of such Credit Party that is authorized to execute Credit Documents and to act on such Credit Party's behalf in connection with the Credit Documents;
(ii) a duly executed certificate of a Responsible Officer with respect to each HMO Subsidiary of any Credit Party, dated as of the Closing Date, attaching each of the following documents and certifying that each is true and complete and in full force and effect as of the Closing Date:
(A) copies of the articles or certificate of organization or formation of such HMO Subsidiary, certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its organization, and
(B) copies of the bylaws, operating agreement or partnership agreement of such HMO Subsidiary; and
(iii) certificates of good standing (or the equivalent) of each Credit Party and each of their HMO Subsidiaries, certified as of a recent date by the appropriate Governmental Authorities, from each jurisdiction where failure to be in good standing could reasonably be expected to have a Material Adverse Effect.
