Good Standing Certificates definition

Good Standing Certificates means the certificates of the Secretary of State of Texas and the Comptroller of Public Accounts of Texas dated March 22, 2013 as to the legal existence and good standing of, and other matters relating to, the Texas Guarantors.

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Good Standing Certificates has the meaning set forth in Section 1.5(a)(iv).

Good Standing Certificates. Shall have the meaning set forth in Section 5.5(f). 5.5(f) “Government Bid” Any quotation, bid or proposal submitted to any Governmental Body or any proposed prime contractor or higher-tier subcontractor of any Governmental Body. Exhibit A Term Definition Section

Examples of Good Standing Certificates in a sentence

Seller shall provide a certified copy of a certificate warranting that Seller is a corporation, partnership or limited liability company in good standing with the Hawai‘i Department of Commerce and Consumer Affairs which shall be attached hereto as Exhibit A-1 (Good Standing Certificates).
Based solely upon our review of the Specified Guarantor Good Standing Certificates, each of the Specified Guarantors is duly formed under the laws of the State of Delaware and is in good standing and has a legal existence.
COVENANTS 33 8.1 Access to Information 33 8.2 Conduct of the Business Pending the Closing 34 8.3 Consents 37 8.4 Further Assurances 38 8.5 Confidentiality 38 8.6 Non Competition 38 8.7 Preservation of Records 39 8.8 Publicity 39 8.9 Disclosure Schedules; Supplementation and Amendment of Schedules 40 8.10 Control of Business 40 8.11 Foreign Tax Declarations 40 8.12 Exclusivity 40 8.12 Good Standing Certificates 40 8.12 Elop Payment 40 8.13 United Mizrachi Bank Loan 42 Article 9.
We have relied, without independent investigation, as to factual matters on the representations and warranties contained in the Transaction Documents and on the Good Standing Certificates and the Opinion Certificates.
Good Standing Certificates issued by the Office of the Secretary of State, or similar office, of each jurisdiction in which the Company and the Bank are qualified to do business and dated not more than five (5) Business Days preceding the Closing Date, certifying that each of the Company and the Bank is in good standing in such jurisdiction.
Good Standing Certificates in the state(s) of formation and location for each of the Seller (as Seller and Servicer), the Guarantor and the Issuer.
Good Standing Certificates for the Parent and each Borrower from the appropriate Governmental Authority in its respective jurisdiction of incorporation and from each other state in which such Person is required to be qualified to transact business as a foreign corporation.
C-1 Based solely on the Good Standing Certificates, (i) each of CBC and Newco is a corporation validly existing and in good standing under the laws of the State of Colorado, and (ii) each of Holdco, Holdco 2 and MCC is a limited liability company validly existing and in good standing under the laws of the State of Colorado.
Certified Copies of Organization Documents; Good Standing Certificates .
Each of the Obligors is duly organized or formed, and, as appropriate, validly existing and, based solely on the Good Standing Certificates, in good standing in the jurisdiction of its incorporation or formation.

More Definitions of Good Standing Certificates

Good Standing Certificates means those documents set forth on Annex D. The term “Governing Documents” shall mean the organizational documents of the Loan Parties attached to the Certificates of the Loan Parties delivered pursuant to the Credit Agreement. The term “Resolutions” shall mean those meeting minutes or actions by unanimous written consent of the board of directors, the board of managers or the sole members, as applicable, of the Loan Parties attached to the Certificates of the Loan Parties delivered pursuant to the Credit Agreement. We have not undertaken any research for purposes of determining whether the Loan Parties or any of the transactions which may occur in connection with the Loan Documents are subject to any law or other governmental requirement otherwise within the scope of this opinion other than to those laws and requirements which in our experience would generally be recognized as applicable, and none of our opinions covers any such law or other requirement. We have relied, without any independent verification upon: (i) factual information contained in certificates obtained from governmental authorities; (ii) factual information represented to be true in the Loan Documents; (iii) factual information provided to us by the Loan Parties and their respective directors, officers and other representatives; and (iv) factual information we have obtained from such other sources as we have deemed reasonable. Except as expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of such facts and no inference as to our knowledge concerning such facts should be drawn from the fact that such representation has been undertaken by us. Citibank, N.A., as Administrative Agent October 27, 2010 Our advice on each legal issue addressed in this opinion represents our opinion as to how that issue would be resolved were it to be considered by the highest court of the jurisdiction upon whose law our opinion on that issue is based. The manner in which any particular issue would be treated in any actual court case would depend in part on facts and circumstances particular to the case, and this opinion is not intended to guarantee the outcome of any legal dispute which may arise in the future. This opinion speaks as of the time of its delivery on the date it bears. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about which we did not have actual knowledge at that time, ...

Good Standing Certificates. (or the equivalent thereof) for each U.S. Credit Party from its respective jurisdiction of organization and those other jurisdictions where its ownership, lease or operation of properties or the conduct of its business requires it to be qualified to do business and in good standing, dated near the closing date together with bring downs dated the Closing Date.

Good Standing Certificates. SECTION 3.3(l) “Holder” PREAMBLE