Good Standing Certificate definition

Good Standing Certificate means a certificate issued by the secretary of state or other appropriate government official, office, or agency concerning an Organization’s status.
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Good Standing Certificate has the meaning assigned to it in Section 2.4(d) hereto.
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Good Standing Certificate. As used herein: the “Loans” shall reference the loans being made and the credit being advanced pursuant to the Credit Documents; “Secured Parties” shall have the same meaning as that set forth in the Second Lien Collateral Agreement; “security interest” shall have the same meaning as set forth in Section 1-201(37) of the NY UCC; “NY UCC” shall mean the Uniform Commercial Code, as amended and in effect in the State of New York on the date hereof; “Florida Article 9 Collateral” shall mean that Collateral (as defined in the Second Lien Collateral Agreement) owned by the Florida Transaction Party on which a security interest may be perfected by filing an initial financing statement with the Florida Filing Office under the FL UCC; “Florida Filing Office” shall mean the Florida Secured Transaction Registry; “FL UCC” shall mean the Uniform Commercial Code, as amended and in effect in the State of Florida on the date hereof. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Second Lien Credit Agreement. In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in the Credit Documents and certificates and oral or written statements and other information of or from representatives of the Florida Transaction Party and others and assume compliance on the part of the Florida Transaction Party with their covenants and agreements contained therein. In connection with the opinions expressed in the first sentence of paragraph (a) below, we have relied solely upon the Good Standing Certificate as to the factual matters and legal conclusions set forth therein. With respect to the opinions expressed in clauses (i) and (ii)(A) of paragraph (c) below, our opinions are limited to only those laws and regulations that, in our experience, are normally applicable to financing transactions of the type contemplated by the Credit Documents, and do not include laws and regulations applicable to the Florida Transaction Party as a result of any specially regulated businesses or properties which they engage in or own. B...
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Examples of Good Standing Certificate in a sentence

  • With respect to requests for certificates of occupancy or final inspections, once a building permit has been issued to Developer, the County shall not deny issuance of certificates of occupancy or final inspections for the improvements covered by such building permit on the basis of Developer’s failure to maintain its Good Standing Certificate from the Development Group, whether or not such failure occurred before or after issuance of the building permit.

  • With respect to requests for building permits, Developer shall not be obligated to provide a Good Standing Certificate to the County, unless, prior thereto, the Good Standing Certificate has expired or the Development Group has notified the County in writing that the Developer’s Good Standing Certificate has been revoked and is no longer valid.

  • As more particularly described in Section 3.2 of this Agreement, Developer’s ability to proceed with any part of the Project will be contingent upon Developer being a member in good standing of such Development Group, as evidenced by the issuance thereto from the Development Group of a Good Standing Certificate.

  • Failure of Developer to fund the fair share allocable to the Property, or portion thereof, within an approved Development Phase of the costs of the required Phased Improvements, as determined by the Development Group, may result in the Development Group’s refusal to issue and/or revocation of any previously issued Good Standing Certificate required to obtain Development Entitlements, including building permits, from the County for development of the Property, or portion thereof.

  • Similarly, County will rely solely on any written notice received from the Development Group that Developer’s Good Standing Certificate has been revoked or terminated by the Development Group.

  • Xxxxxxxxx, Executive Vice President, Treasurer and Secretary BUS_RE\4312159.1 (Signature Page to Secretary’s Certificate) 3 Exhibit A Certified Copy of Certificate of Incorporation BUS_RE\4312159.1 Exhibit B By-laws BUS_RE\4312159.1 Exhibit C Resolutions of the Board of Directors BUS_RE\4312159.1 Exhibit D Good Standing Certificate BUS_RE\4312159.1 Exhibit E Indenture and Supplements BUS_RE\4312159.1 DELEGATION AND WIRE AND ELECTRONIC TRANSFER AUTHORIZATION AQUARION WATER COMPANY OF NEW HAMPSHIRE, INC.

  • Consultant shall submit a Good Standing Certificate and a Certificate of Authorization to do Business in Puerto Rico, both issued by the Department of State of Puerto Rico.

  • Constitutional Documents We have not verified that the copy of the Constitution attached to the Good Standing Certificate is identical to the Constitution filed in the Companies Registration Office.

  • The resolutions (if any) of the shareholders of the Company specified in the Good Standing Certificate were duly passed at a properly convened meeting or adopted by written resolution of all the shareholders of the Company and the resolutions have not been amended or rescinded and are in full force and effect.

  • If the entity is registered with a state corporation agency, a Good Standing Certificate with certified stamp/seal of the appropriate state agency is acceptable.


More Definitions of Good Standing Certificate

Good Standing Certificate and/or a certificate of valid registration of AGI issued by the Secretary of State of each jurisdiction in which it does business or is registered to do business, dated as of recent date of the Closing;
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Good Standing Certificate means the certificate issued by the Registrar (or his deputy or assistant) on June 10, 2022 in relation to the Company;
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Good Standing Certificate. As used herein: the “Loans” shall reference the loans being made and the credit being advanced pursuant to the Credit Documents. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement. In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in the Credit Documents and certificates and oral or written statements and other information of or from representatives of the Florida Transaction Party and others and assume compliance on the part of the Florida Transaction Party with their covenants and agreements contained therein. In connection with the opinions expressed in the first sentence of paragraph (a) below, we have relied solely upon the Good Standing Certificate as to the factual matters and legal conclusions set forth therein. With respect to the opinions expressed in clauses (i) and (ii)(A) of paragraph (c) below, our opinions are limited to only those laws and regulations that, in our experience, are normally applicable to financing transactions of the type contemplated by the Credit Documents, and do not include laws and regulations applicable to the Florida Transaction Party as a result of any specially regulated businesses or properties which they engage in or own. Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:
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Good Standing Certificate. A good standing certificate for you, certified by the Secretary of State of the State of your incorporation, dated no earlier than thirty (30) days prior to the date hereof;
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Good Standing Certificate issued with respect to such Ohio Obligor”) each certified by the Secretary of State of the State of Ohio;
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Related to Good Standing Certificate

  • Good Standing means only that as of the date of this opinion the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar of Companies. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act.

  • In good standing means a person who has not resigned or been suspended from membership or registration or had membership or registration revoked;

  • practising certificate means a document issued by the Relevant Professional Body entitling you to provide legal services;

  • Corresponding Certificate With respect to each REMIC II Regular Interest (other than REMIC II Regular Interests AA, ZZ and IO), the Certificate with the corresponding designation. With respect to each REMIC III Regular Interest (other than the Class C Interest and the Class IO Interest), the related Certificate representing an ownership therein.

  • Outstanding Certificate Any Outstanding Exchangeable Certificate and Outstanding Exchangeable REMIC Certificate.

  • Voting Certificate means, in relation to any Meeting, a certificate in the English language issued by a Paying Agent and dated in which it is stated:

  • Corresponding Certificates As identified in the Preliminary Statement with respect to any Lower-Tier Regular Interest or Component.

  • Pricing Certificate means an Officer’s Certificate of Company certifying the Consolidated Leverage Ratio as at the last day of any Fiscal Quarter and setting forth the calculation of such Consolidated Leverage Ratio in reasonable detail.

  • Certificate of accreditation means a certificate issued by an accrediting body to a licensed testing laboratory, entity, or site to be registered in the state.

  • Borrowing Certificate means a Borrowing Certificate substantially in the form of Exhibit A.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Withholding Certificate means a Form W-9; a Form W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and certifications as required under § 1.1441-1(e)(2) and/or (3) of the Regulations; a statement described in § 1.871-14(c)(2)(v) of the Regulations; or any other certificates under the Internal Revenue Code or Regulations that certify or establish the status of a payee or beneficial owner as a U.S. or foreign person. Each Lender, assignee or participant required to deliver to the Borrower and the Agent a Withholding Certificate pursuant to the preceding sentence shall deliver such valid Withholding Certificate as follows: (A) each Lender which is a party hereto on the Closing Date shall deliver such valid Withholding Certificate at least five (5) Business Days prior to the first date on which any interest or fees are payable by the Borrower hereunder for the account of such Lender; (B) each assignee or participant shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of such assignment or participation (unless the Agent in its sole discretion shall permit such assignee or participant to deliver such valid Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by the Agent). Each Lender, assignee or participant which so delivers a valid Withholding Certificate further undertakes to deliver to each of the Borrower and the Agent two (2) additional copies of such Withholding Certificate (or a successor form) on or before the date that such Withholding Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent Withholding Certificate so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent. Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of or exemption from U.S. withholding tax, the Agent shall be entitled to withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the Regulations. Further, the Agent is indemnified under § 1.1461-1(e) of the Regulations against any claims and demands of any Lender or assignee or participant of a Lender for the amount of any tax it deducts and withholds in accordance with regulations under § 1441 of the Internal Revenue Code.

  • FIRPTA Certificate an affidavit from the Annual Conference pursuant to Section 1445(b)(2) of the Code in the form attached hereto as Exhibit D, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code

  • Member in Good Standing means a member in service who is not subject to removal by the employing city of the member pursuant to section 400.18 or 400.19, or other comparable process, and who is not the subject of an investigation that could lead to such removal. Except as specifically provided pursuant to section 411.9, a person who is restored to active service for purposes of applying for a pension under this chapter is not a member in good standing.

  • Certificate means this entire Certificate of Approval document, issued in accordance with Section 53 of the Ontario Water Resources Act, and includes any schedules;

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.2 is satisfied in all respects.

  • Certification of Incorporation means the restated certificate of incorporation of the Corporation, as it may be amended from time to time, and shall include this Certificate of Designations.

  • Single Certificate With respect to any Class of Certificates (other than the Class P Certificates and the Residual Certificates), a hypothetical Certificate of such Class evidencing a Percentage Interest for such Class corresponding to an initial Certificate Principal Balance or Notional Amount of $1,000. With respect to the Class P Certificates and the Residual Certificates, a hypothetical Certificate of such Class evidencing a 20% Percentage Interest in such Class.

  • Disclosure Certificate means this Continuing Disclosure Certificate.

  • Seller Certificate means a certificate of transfer delivered in connection with the transfer of a Trust Certificate pursuant to Section 3.04(a), substantially in the form of Exhibit B.

  • Valid Certificate means a certificate that a certification authority has issued and which the subscriber listed in it has accepted;

  • Income Certification means a Tenant Income Certification and a Tenant Income Certification Questionnaire in the form attached as Exhibit B hereto or in such other comparable form as may be provided by the Issuer to the Owner, or as otherwise approved by the Issuer.