Organizational Documents and Certificates Clause Samples
The "Organizational Documents and Certificates" clause requires a party, typically a company or other legal entity, to provide official documents that verify its legal existence and authority to enter into agreements. This may include articles of incorporation, bylaws, certificates of good standing, or resolutions authorizing the transaction. By mandating the delivery of these documents, the clause ensures that the entity is properly formed, in good standing, and has the necessary internal approvals, thereby reducing the risk of unauthorized or invalid transactions.
Organizational Documents and Certificates. The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents and the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
Organizational Documents and Certificates. Borrower shall have delivered to Bank, for each party to each of the Loan Documents:
(i) All organization documents and evidence of due formation and good standing requested by Bank in its sole and absolute discretion.
(ii) All resolutions, certificates of authority, incumbency certificates, or other evidence of authorization requested by Bank in its sole and absolute discretion.
(iii) Evidence of such party’s Federal Tax Identification Number.
(iv) An Article 9 Certificate in form and substance acceptable to Bank.
Organizational Documents and Certificates. The Administrative Agent and the Arrangers shall have received customary evidence of authorization of the Parent Guarantor and the Credit Parties, organizational documents of the Parent Guarantor and the Credit Parties, good standing certificates (with respect to the applicable jurisdiction of incorporation or organization of the Parent Guarantor and each Credit Party to the extent applicable), officer’s certificates (as to incumbency, organizational documents, corporate authorization, Specified Representations, NRC Acquisition Specified Merger Agreement Representations and no Company Material Adverse Effect (as defined below)) and a customary solvency certificate on a consolidated basis from the chief financial officer or treasurer (or equivalent officer) of the Borrower in the form attached hereto as Schedule B.
Organizational Documents and Certificates. The Administrative Agent (or its counsel) shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization (which, for the Dutch Borrower, shall include its deed of incorporation and articles of association), existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents and the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing, with respect to each Loan Party that is a party to the Existing Credit Agreement, if such Loan Party has not amended, restated or otherwise modified its certificate of incorporation (or equivalent charter document) since the certified copy thereof that was provided in connection with the closing of the Existing Credit Agreement, then such Loan Party may provide a certification to that effect in lieu of obtaining new certified copy from the secretary of state (or equivalent office) of its jurisdiction of organization.
Organizational Documents and Certificates. The Administrative Agent (or its counsel) shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization (which, for the Dutch Borrower, shall include its deed of incorporation and articles of association), existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents and the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing, (i) the delivery of certificates of good standing and legal existence (or the jurisdictional equivalent thereof, which, for the Dutch Borrower, shall be a current Commercial Register extract from the Chamber of Commerce) shall be required only for the Company, APT, the Dutch Borrower, ▇▇ ▇▇▇▇’▇ Incorporated and ▇▇ ▇▇▇▇’▇ Corporation, in each case from such Loan Party’s jurisdiction of organization and each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires it to be qualified as a foreign corporation or other entity to do business (provided, that such foreign qualification certificates may be delivered as soon as reasonably practicable following the Effective Date), and (ii) with respect to each Loan Party that is a party to the Existing Credit Agreement, if such Loan Party has not amended, restated or otherwise modified its certificate of incorporation (or equivalent charter document) since the certified copy thereof that was provided in connection with the closing of the Existing Credit Agreement, then such Loan Party may provide a certification to that effect in lieu of obtaining new certified copy from the secretary of state (or equivalent office) of its jurisdiction of organization.