Organizational Documents - Guarantors Sample Clauses
The 'Organizational Documents - Guarantors' clause requires each guarantor involved in an agreement to provide copies of their foundational legal documents, such as articles of incorporation, bylaws, or partnership agreements. This typically means that each guarantor must furnish up-to-date and certified versions of these documents to the other party, often as a condition precedent to the effectiveness of the guarantee. The core function of this clause is to ensure that all guarantors are validly existing entities with the legal authority to enter into the guarantee, thereby reducing the risk of unenforceability due to organizational defects.
Organizational Documents - Guarantors. Lender shall have received for each of Guarantors:
(a) a certificate of good standing certified by the Secretary of State, or other appropriate Governmental Authority, of the state of formation of the Guarantor;
(b) a certificate of qualification to do business certified by the Secretary of State or other Governmental Authority of each jurisdiction required by Section 5.1.1(d) (Existence);
(c) a certificate dated as of the Closing Date by the Secretary or an Assistant Secretary of the Guarantor covering:
(i) true and complete copies of the Guarantor's organizational and governing documents and all amendments thereto;
(ii) true and complete copies of the resolutions of the Board of Directors of the Guarantor authorizing the execution, delivery and performance of the Financing Documents to which the Guarantor is a party and the granting of the Liens (if applicable) contemplated by any of the Financing Documents to which the Guarantor is a party;
(iii) the incumbency, authority and signatures of the officers of the Guarantor authorized to sign the Guaranty and all other Financing Documents to which the Guarantor is a party;
(iv) the identity of the Guarantor's current directors; and
(d) the favorable opinion of counsel for the Guarantor addressed to Lender.
Organizational Documents - Guarantors. The Organizational Documents of each Guarantor, certified by the Secretary or Assistant Secretary of such Guarantor (or another officer of such Guarantor acceptable to Agent).
Organizational Documents - Guarantors. The Agent shall have received for each Guarantor:
(a) a certificate of good standing, certified by the Secretary of State, or other appropriate Governmental Authority, of the state of incorporation;
(b) a certificate dated as of the date of this Agreement by the Secretary or an Assistant Secretary of each Guarantor covering:
(i) true and complete copies of the resolutions of it's Board of Directors authorizing the execution, delivery and performance of the Financing Documents to which it is a party and the granting of the Liens contemplated by any of the Financing Documents to which it is a party;
(ii) the incumbency, authority and signatures of its officers to sign the Guaranty and all other Financing Documents to which it is a party;
Organizational Documents - Guarantors. The Lender shall have received for each of the Guarantors:
(a) a certificate of good standing certified by the Secretary of State, or other appropriate Governmental Authority, of the state of incorporation for the Guarantor;
(b) a certificate of qualification to do business certified by the Secretary of State or other Governmental Authority of each state in which the Guarantor conducts business;
(c) a certificate dated as of the Closing Date by the Secretary or an Assistant Secretary of the Guarantor covering:
(i) true and complete copies of the Guarantor's corporate charter, bylaws, and all amendments thereto;
(ii) true and complete copies of the resolutions of the Board of Directors of the Guarantor authorizing the execution, delivery and performance of the Financing Documents to which the Guarantor is a party and the granting of the Liens contemplated by any of the Financing Documents to which the Guarantor is a party;
(iii) the incumbency, authority and signatures of the officers of the Guarantor authorized to sign the Guaranty and all other Financing Documents to which the Guarantor is a party;
(iv) the identity of the Guarantor's current directors, common stock holders and other equity holders, as well as their respective percentage ownership interests;
(d) the favorable opinion of counsel for the Guarantor addressed to the Lender and in form satisfactory to the Lender.
Organizational Documents - Guarantors. Consents, Licenses, Approvals, Etc. 46
Organizational Documents - Guarantors. 115 5.1.4 Consents, Licenses, Approvals, Etc. 116 5.1.5 Notes. 116 5.1.6