Common use of Organization Documents; Good Standing Clause in Contracts

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation, the bylaws and board of directors resolutions of the Company and each Guarantor as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of such Person as of the Closing Date; and (ii) a good standing certificate for the Company and each Guarantor from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation and each state where such Person is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation, incorporation and the bylaws and board of directors resolutions of the Company and each Guarantor Subsidiary party to any Loan Document as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company or such Person Subsidiary as of the Closing Date; and (ii) a good standing and, to the extent available, tax good standing certificate for the Company and each Guarantor Subsidiary party to any Loan Document from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation and each state where such Person is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation, incorporation and the bylaws and board of directors resolutions of the Company and each Guarantor as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company or such Person Guarantor as of the Closing Date; and (ii) a certificate of existence or good standing certificate standing, as applicable, for the Company and each Guarantor from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation and each state where the Company or such Person Guarantor is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;

Organization Documents; Good Standing. Each of the following documents:: ------------------------------------- (i) the articles or certificate of incorporationincorporation and the bylaws of the Company, the bylaws Parent and board of directors resolutions of the Company and each Guarantor Xxxxxx Xxxx as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of such Person as of the Closing Date; and (ii) a good standing certificate for the Company Company, the Parent and each Guarantor Xxxxxx Xxxx from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation and each state where such Person the Company or Xxxxxx Xxxx is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation, incorporation and the bylaws and board of directors resolutions of the Company and each Guarantor as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of such Person as of the Closing Date; and (ii) a good standing and tax good standing certificate for the Company and each Guarantor from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation and each state where the Company or such Person Guarantor is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation, incorporation and the bylaws and board of directors resolutions of the Company and each Guarantor as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of such Person the Company as of the Closing Date; and (ii) a good standing and tax good standing certificate for the Company and each Guarantor of its domestic Subsidiaries from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation and each state where the Company or such Person Subsidiary (as the case may be) is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation, the bylaws and board of directors resolutions of the Company and each Guarantor Loan Party as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of such Person as of the Closing Date; and (ii) a good standing certificate certificate, to the extent available, for the Company and each Guarantor Loan Party from the Secretary of State (or similar, applicable Governmental Authority) of its state jurisdiction of incorporation and each state jurisdiction where such Person is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;

Organization Documents; Good Standing. Each of the following ------------------------------------- documents: : (i) the articles or certificate of incorporation, incorporation and the bylaws and board of directors resolutions of the Company and each Guarantor Borrower as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of such Person the Borrower as of the Closing Date; and and (ii) a good standing and tax good standing certificate for the Company and each Guarantor Borrower from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation and each state where such Person the Borrower is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;