Organizational Documents, etc. The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of the Borrower (including (x) a certificate of incorporation of the Borrower, certified as of a recent date by the Secretary of State of the jurisdiction of its incorporation, and (y) certificates of good standing (or comparable certificates) for the Borrower, certified as of a recent date prior to the Effective Date, by the Secretaries of State (or comparable official) of the jurisdiction of its incorporation and each other jurisdiction in which it is qualified to do business, (ii) the authorization of the Transactions, (iii) the incumbency of its officer or officers who may sign the Loan Documents, including therein a signature specimen of such officer or officers, and (iv) any other legal matters relating to the Borrower, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
Organizational Documents, etc. 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 Borrower, and the authorization of each Borrower in respect of the transactions contemplated by this Agreement or the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent, certified to be true, correct and complete by a Responsible Officer as of the Effective Date.
Organizational Documents, etc. Each of the Lease Transaction Parties shall have received certified copies of the Organic Documents of each of the other parties hereto (except for the Security Agent, the Lease Indenture Trustee and the Bondholder Trustee, who shall not be required to provide such documents) and resolutions of the board of directors or managers (or managing members), as the case may be, of each such other Lease Transaction Party duly authorizing the Overall Transaction and such documents and such evidence as each party may reasonably request in order to establish the authority of each such other party to consummate the transactions contemplated by this Agreement, the taking of all proceedings in connection therewith and compliance with the conditions herein or therein set forth and the incumbency of all officers signing any of the Operative Documents. Each of the foregoing documents shall be reasonably satisfactory to the recipient.
Organizational Documents, etc. 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 Kimco and each Subsidiary Guarantor, and the authorization of Kimco and each Subsidiary Guarantor in respect of the transactions contemplated by this Agreement or the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent, certified to be true, correct and complete by a Responsible Officer of Kimco and each Subsidiary Guarantor as of the Effective Date.
Organizational Documents, etc. The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of the Borrower (including (x) either (1) a certificate of incorporation of the Borrower, certified as of a recent date by the Secretary of State of the jurisdiction of its incorporation or (2) a certificate of the Secretary or Assistant Secretary of the Borrower certifying that there have been no amendments or other changes to its certificate of incorporation since April 25, 2005 or, if so, setting forth same, and (y) certificates of good standing (or comparable certificates) for the Borrower, certified as of a recent date prior to the First Restatement Effective Date, by the Secretaries of State (or comparable official) of the jurisdiction of its incorporation and each other jurisdiction in which it is qualified to do business, (ii) the authorization of the Transactions, (iii) the incumbency of its officer or officers who may sign the Loan Documents, including therein a signature specimen of such officer or officers and (iv) any other legal matters relating to the Borrower, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
Organizational Documents, etc. 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 Kimco and each Borrower, and the authorization of Kimco and each Borrower in respect of the transactions contemplated by this Agreement or the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent, certified to be true, correct and complete by a Responsible Officer as of the Effective Date. The Administrative Agent shall notify the Borrowers, the Issuing Lender, and the Lenders of the Effective Date, and such notice shall be conclusive and binding.
Organizational Documents, etc. The Borrower will not, and will not permit any of its Subsidiaries to, amend, modify or otherwise change any of the terms or provisions in any of its constituent documents as in effect on the date hereof, EXCEPT for changes that do not affect in any way the Borrower's or any Subsidiary's rights and obligations to enter into and perform the Credit Documents to which it is a party and to pay all of the Obligations under all of the Credit Documents and that otherwise do not have a Material Adverse Effect.
Organizational Documents, etc. (a) The Borrower shall not make any amendment, modification or change to the Borrower’s limited liability company agreement or certificate of formation that is adverse to the interests of the Lender Parties in any material respect without the prior written consent of the Required Lenders.
(b) The Borrower shall not make any change in fiscal year end date from December 31 or change the Borrower’s method of determining fiscal quarters or make or permit any change in accounting policies or reporting practices except as required by GAAP and except for any changes which are not materially adverse to the Lenders.
(c) The Borrower shall not change its name or the location of its chief executive office, principal place of business or federal identification number without written notice to the Collateral Agent and the Administrative Agent within thirty (30) days following such change.
Organizational Documents, etc. The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the (i) organization, existence and good standing of each Loan Party (including a certificate of incorporation or formation of the Borrower and each Subsidiary Guarantor and a certificate of good standing (or comparable certificates) for the Borrower and each Subsidiary Guarantor, certified as of a recent date prior to the Closing Date, by the Secretaries of State (or comparable official) of the jurisdiction of its incorporation or formation), (ii) the authorization of the Transactions, (iii) the incumbency of its officer or officers who may sign the Loan Documents, including therein a signature specimen of such officer or officers and (iv) any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.
Organizational Documents, etc. (i) Amend its Certificate of Incorporation or By-laws or equivalent organizational or governing documents without the prior written consent of the Purchaser; (ii) change its fiscal year unless the Company demonstrates to the Purchaser's satisfaction compliance with the covenants contained herein for both the fiscal year in effect prior to any change and the new fiscal year period by delivery to the Purchaser of appropriate interim and annual pro forma, historical and current compliance certificates for such periods and such other information as the Purchaser may reasonably request; (iii) amend, alter or suspend or terminate or make provisional in any material way, any license, lease, power, permit, franchise, certificate, authorization, approval, certificate of need, provider number or other rights without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld; (iv) wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking or that would result in any of the foregoing; or (v) use any proceeds of any loans hereunder for "purchasing" or "carrying" "margin stock" as defined in Regulations U, T or X of the Board of Governors of the Federal Reserve System.
