Partnership, Company And Corporate Documents Sample Clauses

Partnership, Company And Corporate Documents. Agent shall have received, in form and substance satisfactory to Lenders and their respective counsel, the following: (a) A certified copy of the records of all actions taken by each Loan Party, including all resolutions of each Borrower and resolutions of FSI and each other corporate Loan Party, authorizing or relating to the execution, delivery and performance of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby; (b) A certificate of a Responsible Officer of each Loan Party, stating that (A) the articles or certificate of incorporation, as the case may be, bylaws and any other formation documents of each Loan Party attached to such certificate are true and accurate, remain in full force and effect and have not been amended since the date thereof and (B) each Loan Party is in good standing under the laws of the state of its formation and each other jurisdiction where its ownership of Property and assets or conduct of business requires such qualification; (c) Certificates of incumbency and signature with respect to the authorized representatives of each Loan Party executing this Agreement and the other Loan Documents and requesting Loans; and (d) Such other documents relating to each Loan Party as Lenders may reasonably request.
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Partnership, Company And Corporate Documents. Agent shall have received, in form and substance satisfactory to Lenders and their respective counsel a certified copy of the records of all actions taken by each Borrower, FSI and PLMI, including all resolutions of each Borrower and corporate resolutions of FSI and PLMI, authorizing or relating to the execution, delivery and performance of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby.
Sample 1Sample 2Sample 3
Partnership, Company And Corporate Documents. Agent shall have received, in form and substance satisfactory to Lenders and their respective counsel, the following: (a) A certified copy of the records of all actions taken by each Borrower and FSI, including all resolutions of each Borrower and corporate resolutions of FSI, authorizing or relating to the execution, delivery and performance of the Loan Documents and the consummation of the transactions contemplated hereby and thereby; (c) Certificates signed by a Responsible Officer of FSI, for itself and as the sole manager of Income Fund I, stating that (i) the certified copies of the Certificate of Incorporation and Bylaws of FSI, attached as Exhibits A and B to the Certificate of PLM Financial Services, Inc. for itself and as the Sole Manager of Professional Lease Management Income Fund I, L.L.C., dated May 8, 1995, are true and accurate, remain in full force and effect and have not been amended since the date thereof, (ii) the Certificate of Formation and the Amended and Restated Certificate of Formation of Income Fund I, attached as Exhibit E to the Certificate of PLM Financial Services, Inc. for itself and as the Sole Manager of Professional Lease Management Income Fund I, L.L.C., dated May 8, 1995, are true and accurate, remain in full force and effect and have not been amended since the date thereof, and (iii) each of FSI and Income Fund I are in good standing under the laws of the state of its formation and each other jurisdiction where its ownership of property and assets or conduct of its business requires such qualification. (e) Certificates of incumbency and signatures with respect to the authorized representatives of each Borrower and FSI executing the Loan Documents and requesting Loans; and (f) Such other documents relating to Borrowers or FSI as Lenders reasonably may request.
Sample 1

Related to Partnership, Company And Corporate Documents

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Related Entities If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article, the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent of Landlord shall not be required with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) has a Net Worth at least equal to the Net Worth of Tenant as of the Effective Date, and (iii) proof satisfactory to Landlord of such Net Worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction (or promptly thereafter if prior notice is prohibited by any applicable Requirements). Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of this Section 13.6.

  • Charter Documents and Corporate Records 16 SECTION 3.6

  • Affiliated Entities As used in this Agreement, "Company" shall include the Company and each corporation, limited liability company, partnership, or other entity that is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests), provided, however, that the Executive's title need not be identical for each of the affiliated entities nor the same as that for the Company.

  • INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP (a) The Company and the Operating Partnership, jointly and severally, shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all losses, claims, damages, losses, joint or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) arising in the performance of their duties hereunder, including reasonable attorneys’ fees, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

  • Opinion of Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Company Counsel, required to be delivered pursuant to Section 7(p) on or before the date on which such delivery of such opinion is required pursuant to Section 7(p).

  • Opinion of Tax Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Xxxxxx & Xxxxxxx LLP, tax counsel for the Company and the Operating Partnership, required to be delivered pursuant to Section 7(q) on or before the date on which such delivery of such opinion is required pursuant to Section 7(q).

  • GROUP COMPANIES Guangzhou Yiyan Cosmetics Co., Ltd. (广州逸妍化妆品有限公司) (Seal) By: /s/ Xxxxxxx Xxx Name: XXX Xxxxxxx (吕建华) Title: Legal Representative Shanghai Yizi Cosmetics Co., Ltd. (上海逸姿化妆品有限公司) (Seal) By: /s/ Xxxxxxx Xxx Name: XXX Xxxxxxx (吕建华) Title: Legal Representative Shanghai Yiqing Commercial and Trading Co., Ltd. (上海逸清商贸有限公司) (Seal) By: /s/ Xxxxxxx Xxx Name: XXX Xxxxxxx (吕建华) Title: Legal Representative Yatsen (Guangzhou) Culture Creative Co., Ltd. (逸仙（广州）文化创意有限公司) (Seal) By: /s/ Xxxxx Xxxx Name: XXXX Xxxxx (陈宇文) Title: Legal Representative

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

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