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

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be facsimiles (followed promptly by originals to the extent requested by the Administrative Agent), in form and substance reasonably satisfactory to the Administrative Agent: (i) 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, province, territory or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such 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 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 (iii) a good standing certificate (to the extent such concept exists in the jurisdiction of incorporation, organization or formation of such Loan Party) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.

Appears in 4 contracts

Samples: Credit Agreement (Montrose Environmental Group, Inc.), Credit Agreement (Montrose Environmental Group, Inc.), Credit Agreement (Montrose Environmental Group, Inc.)

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Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals to the extent requested by the Administrative Agentoriginals), in form and substance reasonably satisfactory to the Administrative Agent: (i) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date before the Closing Date by the appropriate Governmental Authority of the state, province, territory state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer secretary or assistant secretary of such 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 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 Agreement and the other Loan Documents to which such Loan Party is a party; and (iii) a good standing certificate or similar certificates as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, is validly existing and in good standing in its state of organization or formation (to the extent the concept of good standing is applicable to such concept exists in Loan Party under the jurisdiction of incorporation, organization or formation laws of such Loan Party) from jurisdiction), in each case dated as of a recent date before the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formationClosing Date.

Appears in 4 contracts

Samples: Credit Agreement (ModivCare Inc), Credit and Guaranty Agreement (Providence Service Corp), Credit and Guaranty Agreement (Providence Service Corp)

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals to the extent requested by the Administrative Agentoriginals), in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) 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, province, territory state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer secretary, assistant secretary or treasurer of such 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 Financial Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Financial Officer thereof authorized to act as a Responsible Financial Officer in connection with this Agreement and the other Loan Investment Documents to which such Loan Party is a party; and (iii) a such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly incorporated, organized or formed, and is validly existing, in good standing certificate (and qualified to the extent such concept exists engage in the jurisdiction of incorporation, organization or formation of such Loan Party) from the applicable Governmental Authority of each Loan Party’s jurisdiction business in its state of incorporation, organization or formation.

Appears in 3 contracts

Samples: Credit Agreement (Recro Pharma, Inc.), Credit Agreement (Recro Pharma, Inc.), Credit Agreement (Recro Pharma, Inc.)

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals to the extent requested by the Administrative Agentoriginals), in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) 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, province, territory state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer secretary, assistant secretary or treasurer of such Loan Party to be true and correct as of the Closing Funding Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Financial Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Financial Officer thereof authorized to act as a Responsible Financial Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and (iii) a such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly incorporated, organized or formed, and is validly existing, in good standing certificate (and qualified to the extent such concept exists engage in the jurisdiction of incorporation, organization or formation of such Loan Party) from the applicable Governmental Authority of each Loan Party’s jurisdiction business in its state of incorporation, organization or formation.

Appears in 3 contracts

Samples: Credit Agreement (Societal CDMO, Inc.), Credit Agreement (Societal CDMO, Inc.), Credit Agreement (Societal CDMO, Inc.)

Organization Documents, Resolutions, Etc. (i) Loan Parties (other than UK Loan Parties). Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals to the extent requested by the Administrative Agentoriginals), in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (iA) 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, province, territory state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date; (iiB) 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 (iiiC) a 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 certificate (and qualified to the extent such concept exists engage in the jurisdiction business in its state of incorporation, organization or formation of such Loan Party) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.

Appears in 2 contracts

Samples: Credit Agreement (Aegion Corp), Credit Agreement (Aegion Corp)

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals to the extent requested by the Administrative Agentoriginals), dated as of a recent date before the Closing Date and in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) 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, province, territory state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer secretary or assistant secretary of such 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 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 (iii) a 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 certificate (and qualified to the extent such concept exists engage in the jurisdiction business in its state of incorporation, organization or formation and the state in which its principal place of such Loan Party) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formationbusiness is located.

Appears in 2 contracts

Samples: Credit Agreement (Psychiatric Solutions Inc), Credit Agreement (Psychiatric Solutions Inc)

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals, pdf scans or facsimiles (in each case followed promptly by originals to the extent requested by the Administrative Agentoriginals), in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) 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, province, territory state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Effective Date; (ii) 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 Investment Documents to which such Loan Party is a party; and (iii) a 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 certificate (and qualified to the extent such concept exists engage in the jurisdiction business in its state of incorporation, organization or formation of such Loan Party) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.

Appears in 1 contract

Samples: Credit Agreement (Intuity Medical, Inc.)

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals to the extent requested by the Administrative Agentoriginals), in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) copies of the Organization Documents of each Loan Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state, province, territory state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer secretary or assistant secretary of such Loan Credit Party to be true and correct as of the Closing First Tranche Notes Issuance Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Credit 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 Investment Documents to which such Loan Credit Party is a party; and (iii) a 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 certificate (and qualified to the extent such concept exists engage in the jurisdiction business in its state of incorporation, organization or formation of such Loan Party) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.

Appears in 1 contract

Samples: Note Purchase Agreement (Osmotica Pharmaceuticals PLC)

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals to the extent requested by the Administrative Agentoriginals), in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) copies of the Organization Documents of each Loan Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state, province, territory state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer secretary or assistant secretary of such Loan Credit Party to be true and correct as of the Closing First Tranche Notes Issuance Date;; ​ ​ (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Credit 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 Investment Documents to which such Loan Credit Party is a party; and (iii) a 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 certificate (and qualified to the extent such concept exists engage in the jurisdiction business in its state of incorporation, organization or formation of such Loan Party) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.

Appears in 1 contract

Samples: Note Purchase Agreement (RVL Pharmaceuticals PLC)

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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 to the extent requested by the Administrative Agentoriginals), in form and substance reasonably satisfactory to the Domestic Administrative AgentAgent and its legal counsel: (i) 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, province, territory state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer secretary or assistant secretary of such 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 Loan Party as the Domestic 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 Agreement and the other Loan Documents to which such Loan Party is a party; and (iii) a such documents and certifications as the Domestic Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing certificate (and qualified to the extent such concept exists engage in the business in its jurisdiction of incorporation, organization or formation of such Loan Party) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.

Appears in 1 contract

Samples: Credit Agreement (Georgia Gulf Corp /De/)

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals to the extent requested by the Administrative Agentoriginals), in form and substance reasonably satisfactory to the Administrative Agent, the Lenders and their respective legal counsel: (i) 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, province, territory state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer secretary or assistant secretary of such 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 Loan Party as the Administrative Agent and the Lenders 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 (iii) a such documents and certifications as the Administrative Agent and the Lenders may require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing certificate (and qualified to the extent such concept exists engage in the jurisdiction business in its state of incorporation, organization or formation of such Loan Party) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Syncardia Systems Inc)

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals to the extent requested by the Administrative Agent)originals) unless otherwise indicated, in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) 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, province, territory state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer secretary or assistant secretary of such 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 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 Agreement and the other Loan Documents to which such Loan Party is a party; and (iii) a 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 certificate (and qualified to the extent such concept exists engage in the jurisdiction business in its state of incorporation, organization or formation of such Loan Party) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.

Appears in 1 contract

Samples: Credit Agreement (Dollar Thrifty Automotive Group Inc)

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 to the extent requested by the Administrative Agentoriginals), in form and substance reasonably satisfactory to the Domestic Administrative AgentAgent and its legal counsel: (i) 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, province, territory state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer secretary or assistant secretary of such 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 Loan Party as the Domestic 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 (iii) a such documents and certifications as the Domestic Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing certificate (and qualified to the extent such concept exists engage in the business in its jurisdiction of incorporation, organization or formation of such Loan Party) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.

Appears in 1 contract

Samples: Credit Agreement (Ems Technologies Inc)

Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals to the extent requested by the Administrative Agentoriginals), in form and substance reasonably satisfactory to the Administrative Agent, the Lenders and their respective legal counsel: (i) 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, province, territory state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer secretary or assistant secretary of such 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 Loan Party as the Administrative Agent and the Lenders 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 Investment Documents to which such Loan Party is a party; and (iii) a such documents and certifications as the Administrative Agent and the Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing certificate (and qualified to the extent such concept exists engage in the jurisdiction business in its state of incorporation, organization or formation of such Loan Party) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.

Appears in 1 contract

Samples: Credit Agreement (Relypsa Inc)

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