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 Subsidiary as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company or such Subsidiary as of the Closing Date; and (ii) a good standing certificate for the Company and each 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 the Company or such Subsidiary 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;

Appears in 2 contracts

Samples: Credit Agreement (Waterlink Inc), Credit Agreement (Waterlink Inc)

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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 each Borrower and each Subsidiary party to any Loan Document as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company such Borrower or such Subsidiary as of the Closing Date; and (ii) a good standing certificate for the Company each Borrower and each 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 the Company such Borrower or such Subsidiary 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;

Appears in 2 contracts

Samples: Credit Agreement (Specialty Equipment Companies Inc), Credit Agreement (Specialty Equipment Companies Inc)

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 Subsidiary other Obligor party to any Loan Document as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company or such Subsidiary Obligor as of the Closing Date; and (ii) a good standing and tax good standing certificate for the Company and each Subsidiary other Obligor party to any Loan Document from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation and each state where the Company or such Subsidiary other Obligor is qualified to do business as a foreign corporation corporation, as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;

Appears in 1 contract

Samples: Credit Agreement (Pacificare Health Systems Inc)

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 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 Subsidiary as of the Closing Date; and (ii) a good standing and tax good standing certificate for the Company and each 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 the Company or such Subsidiary 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;

Appears in 1 contract

Samples: Credit Agreement (Globalcenter Inc)

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 Borrower and each Subsidiary party to any Loan Document as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company Borrower or such Subsidiary as of the Closing Date; and (ii) a good standing or subsistence certificate for the Company Borrower and each 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 the Company Borrower or such Subsidiary 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;

Appears in 1 contract

Samples: Credit Agreement (Us Home & Garden Inc)

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Organization Documents; Good Standing. Each of the following documents: (ia) the articles or certificate of incorporation, incorporation and the bylaws and board of directors resolutions of the Company Borrower and each Subsidiary party to any Loan Document as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company Borrower or such Subsidiary as of the Closing Date; and (iib) a good standing certificate for the Company Borrower and each 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 the Company Borrower or such Subsidiary 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;

Appears in 1 contract

Samples: Credit Agreement (Pma Capital Corp)

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation, the bylaws and board of directors resolutions Organization Documents of the Company and each Restricted Subsidiary party to a Loan Document as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company or such Restricted Subsidiary as of the Closing Date; and (ii) a good standing certificate for the Company and each Restricted Subsidiary party to any a Loan Document from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation and each other state where the Company or such Restricted Subsidiary 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;

Appears in 1 contract

Samples: Revolving Credit Agreement (Wisconsin Central Transportation Corp)

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