Registered Agent’s Certificate Clause Samples
The Registered Agent’s Certificate clause requires the registered agent of a company to formally certify certain facts or documents on behalf of the company. Typically, this involves the agent confirming the company’s legal existence, good standing, or compliance with state requirements, often as part of a transaction or filing process. By providing an official certification from a recognized representative, this clause ensures that third parties can rely on the authenticity and accuracy of key corporate information, thereby reducing the risk of fraud or misrepresentation.
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Registered Agent’s Certificate. The Administrative Agent shall have received, in respect of each IOM Loan Party, (i) a registered agent’s certificate dated the Amendment Effective Date and signed by an authorised signatory of the relevant registered agent, certifying (and attaching documents where relevant) the following matters: that the relevant IOM Loan Party is a company incorporated and existing under the Isle of Man Companies ▇▇▇ ▇▇▇▇ and the laws of the Isle of Man with the company registration number specified therein; that attached to the certificate is a correct and complete copy of the constitutional documents of the relevant IOM Loan Party, which constitutional documents are in full force and effect as at the date of the certificate; that attached to the certificate is a correct and complete copy of the register of directors of the relevant IOM Loan Party and which includes each date of appointment; that in the case of any corporate director, that director holds a license granted under the Isle of Man Financial Services ▇▇▇ ▇▇▇▇ which does not exclude acting as a corporate director or is a subsidiary of such a company; in the case of any corporate director, the identities of the persons authorised to sign on behalf of such corporate director, acting singly or jointly; that attached to the certificate is a correct and complete copy of the register of members of the relevant IOM Loan Party with the name and address of each and the number and type of shares held; the address of the registered office of the relevant IOM Loan Party; that attached to the certificate is a correct and complete copy of each of the resolutions of the directors and the resolutions of the members passed at duly convened, constituted and conducted meetings of the relevant bodies or as written resolutions by all of the directors, or as the case may be, members in accordance with the relevant IOM Loan Party’s memorandum and articles of association and confirmation that the resolutions remain in full force and effect as at the date of the certificate; that the registered agent is not aware of any proceedings that are pending or threatened against the relevant IOM Loan Party or of any action having been taken to wind up the relevant entity or to appoint a receiver or manager; that the registered agent holds a license granted under the Isle of Man Financial Services ▇▇▇ ▇▇▇▇ which permits it to undertake the regulated activity of acting as a registered agent; that all persons providing corporate services (with...
Registered Agent’s Certificate. A registered agent's certificate together with certified copies of the register of directors, register of members and register of charges of the BVI Borrower from the registered agent of the BVI Borrower dated as of a date no earlier than thirty (30) days prior to the Third Amendment Date;
Registered Agent’s Certificate a registered agent’s certificate for the Company dated no earlier than five days before Closing, including certified copies of the Company’s registers of shareholders, directors and (if applicable) charges (reflecting the pre-Closing position).