Organizational Documents; Certificates Clause Samples
The 'Organizational Documents; Certificates' clause requires a party, typically a company, to provide copies of its foundational legal documents and relevant certificates to another party, often as part of a transaction or due diligence process. This may include articles of incorporation, bylaws, certificates of good standing, or other official records that verify the company's legal existence and authority to conduct business. By mandating the delivery of these documents, the clause ensures transparency and allows the receiving party to confirm the legitimacy and proper organization of the company, thereby reducing the risk of dealing with an improperly formed or unauthorized entity.
Organizational Documents; Certificates. The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Amendment No. 1 Effective Date (with a recent short-form good standing certificate of the Borrower), similar to the one delivered pursuant to Section 5.1(f) of the Credit Agreement, with appropriate insertions and attachments and (ii) a certificate of a Responsible Officer, dated the Amendment No. 1 Effective Date, confirming the satisfaction of the conditions precedent set forth in clauses (3), (4) and (8) below;
Organizational Documents; Certificates. The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Amendment No. 5 Effective Date (with a recent short-form good standing certificate of the Borrower), similar to the one delivered pursuant to Section 5.1(f) of the Credit Agreement, with appropriate insertions and attachments and (ii) a certificate of a Responsible Officer, dated the Amendment No. 5 Effective Date, confirming the satisfaction of the conditions precedent set forth in clauses (3), (4) and (8) below;
Organizational Documents; Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of the Loan Parties dated the Amendment No. 1 Effective Date and certifying:
(i) that attached thereto is a true and complete copy of the charter, articles, by-laws and/or other similar organizational document of such Loan Party (or, in the case of English Loan Parties, the certificate of incorporation, articles of association and (if applicable) memorandum of association, or, in case of any Loan Party incorporated in Germany, a commercial register excerpt (Handelsregisterauszug) of recent date, the articles of association(Gesellschaftsvertrag) and a list of its shareholders (Gesellschafterliste)), and each amendment thereto, except in the case of any Canadian Loan Party and the German Loan Party, certified (as of a date reasonably near the Amendment No. 1 Effective Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized;
(ii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors and/or equityholders (as applicable) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is a party or any other document delivered in connection herewith on the Amendment No. 1 Effective Date and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect;
(iii) in relation to each English Loan Party, that the guaranteeing and/or securing of the Obligations by such English Loan Party will not cause any guarantee or security limit binding on such English Loan Party to be exceeded; and
(iv) as to the incumbency and specimen signature of each Responsible Officer authorized to sign the Loan Documents (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Section 4(b));
Organizational Documents; Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the First Amendment Effective Date and executed by a secretary, assistant secretary or other Responsible Officer (as the case may be) thereof, which shall be consistent in form and substance with the certificate delivered on the Closing Date and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party from its jurisdiction of organization, to the extent available;
Organizational Documents; Certificates. The Organizational Documents, true and correct copies of which have been certified to Collateral Agent by Operations Co on the date hereof, contain the entire agreement of Operations Co with respect to the subject matter thereof. Other than the Certificates which have been delivered to Collateral Agent by Pledgor hereunder, as of the date hereof, there exist no certificates, instruments or writings representing any Pledged Interests. On the date hereof, the Pledged Interests evidenced by the Certificate issued to Pledgor and identified in Schedule 1 hereto are, and during the term hereof all other Pledged Interests will be, duly authorized, validly issued, fully paid and non-assessable.