Common use of Organization Documents, Resolutions, Etc Clause in Contracts

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following: (i) copies of the Organization Documents of each 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 or formation, where applicable, and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Credit Documents to which such Credit Party is a party; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction of organization or formation.

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) copies of the Organization Documents of each Credit 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 organization incorporation or formationorganization, where applicable, and certified by a secretary or assistant secretary of such Credit Loan Party (x) to be true and correct as of the Closing DateDate or (y) that such Organization Documents have not changed since the date of delivery under the Existing Credit Agreement; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Credit Loan Documents to which such Credit Loan Party is a party; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Loan Party is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction state of organization or formation.

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), dated as of a recent date before the Restatement Effective Date and in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) copies of the Organization Documents of each Credit 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 organization incorporation or formationorganization, where applicable, and certified by a secretary or assistant secretary of such Credit Loan Party to be true and correct as of the Closing Restatement Effective Date; (ii) such certificates of resolutions or other actionactions, incumbency certificates and/or other certificates of Responsible Officers of each Credit Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Credit Loan Documents to which such Credit Loan Party is a party; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Loan Party is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction state of organization or formationformation and the state of its principal place of business.

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) copies of the Organization Documents of each Credit 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 organization incorporation or formationorganization, where applicable, (or a certification that such Loan Party has not modified its Organization Documents since such documents were delivered to the Administrative Agent on the Closing Date and such Organization Documents remain in full force and effect) and certified by a secretary, assistant secretary or assistant secretary Responsible Officer of such Credit Loan Party to be true and correct as of the Closing Datedate hereof; (ii) such customary closing certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Credit Documents to which such Credit Party is a partyAgreement; and (iii) such documents and certifications as of a recent date by the Administrative Agent may reasonably require to evidence appropriate Governmental Authority evidencing that each Credit Loan Party is duly organized or formed, validly existing and is validly existing, in good standing (where if applicable) and qualified to engage in business in its jurisdiction state of organization or formation.

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), dated as of a recent date before the Closing Date and in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) copies of the Organization Documents of each Credit 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 organization incorporation or formationorganization, where applicable, and certified by a secretary or assistant secretary of such Credit Loan Party to be true and correct as of the Closing Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof (A) executing any agreement, certificate or other document required to be delivered hereby or (B) authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Credit Loan Documents to which such Credit Loan Party is a party; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Loan Party is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction state of organization or formation, in the state in which its principal place of business is located, and in each other state in which a failure to be so qualified would have a Material Adverse Effect.

Organization Documents, Resolutions, Etc. Receipt by the Domestic Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance satisfactory to the Domestic Administrative Agent and its legal counsel: (i) copies of the Organization Documents of each 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 incorporation or formationorganization, where applicable, and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Amendment Closing Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers and Borrowing Officers of each Credit Party as the Domestic Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof and each Borrowing Officer thereof authorized to act as a Responsible Officer or Borrowing Officer, as applicable, in connection with this Credit Agreement and the other Credit Documents to which such Credit Party is a party; and (iii) such documents and certifications as the Domestic Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction state of organization or formation.

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following: (i) copies of the Organization Documents of each Credit 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 organization incorporation or formationorganization, where applicable, and certified by a secretary or assistant secretary of such Credit Loan Party to be true and correct in all material respects as of the Effective Date (or, in the alternative, a certification by a Responsible Officer that no modifications to the Organization Documents delivered on the Original Closing Date have occurred since the Original Closing Date); (ii) copies of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Loan Party as the Administrative Agent may reasonably require request prior to the Effective Date evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Credit Amendment and Restatement Agreement and the other Credit Loan Documents to which such Credit Loan Party is a party; and (iii) copies of such documents and certifications as the Administrative Agent may reasonably require request prior to the Effective Date to evidence that each Credit Loan Party is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction state of organization or formation.

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent Agent’s of the following, each of which shall be originals or facsimiles (followed promptly by originals), dated as of a recent date before the Closing Date and in form and substance satisfactory to the Administrative Agent: (i) copies of the Organization Documents of each Credit 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 organization incorporation or formationorganization, where applicable, and certified by a secretary or assistant secretary of such Credit Loan Party to be true and correct as of the Closing Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Credit Loan Documents to which such Credit Loan Party is a partyparty (including any designation by the Borrower of individuals authorized to sign Loan Notices); and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Loan Party is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction state of organization or formation.

Organization Documents, Resolutions, Etc. Receipt by the Domestic Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance satisfactory to the Domestic Administrative Agent and its legal counsel: (i) copies of the Organization Documents of each 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 incorporation or formationorganization, where applicable, and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers and Borrowing Officers of each Credit Party as the Domestic Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof and each Borrowing Officer thereof authorized to act as a Responsible Officer or Borrowing Officer, as applicable, in connection with this Credit Agreement and the other Credit Documents to which such Credit Party is a party; and (iii) such documents and certifications as the Domestic Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction state of organization or formation.

Organization Documents, Resolutions, Etc. Receipt by the Domestic Administrative Agent of the following:, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance satisfactory to the Domestic Administrative Agent and its legal counsel:  (i) copies of the Organization Documents of each 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 incorporation or formationorganization, where applicable, and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date;;  (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers and Borrowing Officers of each Credit Party as the Domestic Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof and each Borrowing Officer thereof authorized to act as a Responsible Officer or Borrowing Officer, as applicable, in connection with this Credit Agreement and the other Credit Documents to which such Credit Party is a party; andand  (iii) such documents and certifications as the Domestic Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction state of organization or formation.. 

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), dated as of a recent date before the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent: (i) copies of the Organization Documents of each Credit 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 organization incorporation or formationorganization, where applicable, and certified by a secretary or assistant secretary of such Credit Loan Party to be true and correct as of the Closing Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof (A) executing any agreement, certificate of other document required to be delivered hereby or (B) authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Credit Loan Documents to which such Credit Loan Party is a party; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Loan Party is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction state of organization or formationformation and the state in which its principal place of business is located.

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent Agent's of the following, each of which shall be originals or facsimiles (followed promptly by originals), dated as of a recent date before the Closing Date and in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) copies of the Organization Documents of each Credit 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 organization incorporation or formationorganization, where applicable, and certified by a secretary or assistant secretary of such Credit Loan Party to be true and correct as of the Closing Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Credit Loan Documents to which such Credit Loan Party is a partyparty (including any designation by the Borrower of individuals authorized to sign Loan Notices); and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Loan Party is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction state of organization or formation, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the followingfollowing in form and substance reasonably satisfactory to the Administrative Agent: (i) copies of certifications that the Organization Documents of each Credit Loan Party certified to be true delivered on the Closing Date have not been amended, supplemented or otherwise modified and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its organization or formation, where applicable, remain in full force and certified by a secretary or assistant secretary of such Credit Party to be true and correct effect as of the Closing DateFirst Amendment Effective Date or, if such Organization Documents have changed, attaching copies thereof; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Credit Loan Documents to which such Credit Loan Party is a party; and (iii) such documents and certifications good standing or similar certificates as the Administrative Agent may reasonably require to evidence that each Credit Loan Party is duly organized or formed, and is validly existing, existing and in good standing (where applicable) and qualified to engage in business in its jurisdiction state of organization or formationformation (to the extent the concept of good standing is applicable to such Loan Party under the laws of such jurisdiction), in each case dated as of a recent date before the First Amendment Effective Date.

Organization Documents, Resolutions, Etc. Receipt The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance reasonably satisfactory to the Administrative Agent of the followingand its legal counsel: (i) copies of the Organization Documents of each Credit 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 organization or formation, where applicable, and certified by a secretary or assistant secretary of such Credit Loan Party to be true and correct as of the Closing Restatement Date, or a certification by a secretary or assistant secretary of such Loan Party that such Organizational Documents have not been amended, repealed, modified or restated since copies of such documents were delivered on the date of the closing of the Existing Term Loan Agreement; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Credit the Restated Loan Agreement and the other Credit Loan Documents to which such Credit Loan Party is a party; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Loan Party is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction of organization or formation.

Organization Documents, Resolutions, Etc. Receipt by the Domestic Administrative Agent of the following:, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance satisfactory to the Domestic Administrative Agent and its legal counsel:  (i) copies of the Organization Documents of each 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 incorporation or formationorganization, where applicable, and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date;;  (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers and Borrowing Officers of each Credit Party as the Domestic Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof and each Borrowing Officer thereof authorized to act as a Responsible Officer or Borrowing Officer, as applicable, in connection with this Credit Agreement and the other Credit Documents to which such Credit Party is a party; andand  (iii) such documents and certifications as the Domestic Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction state of organization or formation..  84

Organization Documents, Resolutions, Etc. Receipt The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance reasonably satisfactory to the Administrative Agent of the followingand its legal counsel: (i) copies of the Organization Documents of each Credit 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 organization or formation, where applicable, and certified by a secretary or assistant secretary of such Credit Loan Party to be true and correct as of the Closing Restatement Date, or a certification by a secretary or assistant secretary of such Loan Party that such Organizational Documents have not been amended, repealed, modified or restated since copies of such documents were delivered on the date of the closing of the Existing Term Loan Agreement; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Credit the Restated Loan Agreement and the other Credit Loan Documents to which such Credit Loan Party is a party; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Loan Party is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction of organization or formation.;

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), dated as of a recent date before the Closing Date and in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) copies of the Organization Documents of each Credit 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 organization incorporation or formationorganization, where applicable, and certified by a secretary or assistant secretary of such Credit Loan Party to be true and correct as of the Closing Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof (A) executing any agreement, certificate or other document required to be delivered hereby or (B) authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Credit Loan Documents to which such Credit Loan Party is a party; and and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Loan Party is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction state of organization or formation, in the state in which its principal place of business is located, and in each other state in which a failure to be so qualified would have a Material Adverse Effect.

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the followingfollowing in form and substance reasonably satisfactory to the Administrative Agent: (i) copies of certifications that the Organization Documents of each Credit Loan Party certified to be true delivered on the Closing Date have not been amended, supplemented or otherwise modified and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its organization or formation, where applicable, remain in full force and certified by a secretary or assistant secretary of such Credit Party to be true and correct effect as of the Matrix Closing DateDate or, if such Organization Documents have changed, attaching copies thereof; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Credit Loan Documents to which such Credit Loan Party is a party; and (iii) such documents and certifications good standing or similar certificates as the Administrative Agent may reasonably require to evidence that each Credit Loan Party is duly organized or formed, and is validly existing, existing and in good standing (where applicable) and qualified to engage in business in its jurisdiction state of organization or formationformation (to the extent the concept of good standing is applicable to such Loan Party under the laws of such jurisdiction), in each case dated as of a recent date before the Matrix Closing Date.

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent Agent’s of the following, each of which shall be originals or facsimiles (followed promptly by originals), dated as of a recent date before the Closing Date and in form and substance satisfactory to the Administrative Agent: (i) copies of the Organization Documents of each Credit 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 organization incorporation or formationorganization, where applicable, and certified by a secretary or assistant secretary of such Credit Loan Party to be true and correct as of the Closing Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Credit Loan Documents to which such Credit Loan Party is a partyparty (including any designation by the Borrower of individuals authorized to sign Loan Notices); and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Loan Party is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction state of organization or formation.. Table of Contents