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 6, 2013 as to the legal existence and good standing of, and other matters relating to, the Guarantors.

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

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.

Examples of Good Standing Certificates in a sentence

• With respect to our opinion in paragraph 1 below as to the valid existence and good standing of the Local Entities, we have relied exclusively on the Good Standing Certificates.

• 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.

• My opinions in paragraphs 1 and 2 above as to the valid existence and good standing of the Utah Guarantors is based solely upon my review of the Good Standing Certificates.

• We have conducted no factual investigation of our own, and have relied solely upon the documents reviewed by us, the statements and information set forth in such documents, certain statements of governmental authorities and others (including, without limitation, the Good Standing Certificates), and the additional matters recited or assumed in this letter, all of which we assume to be true, complete, and accurate and none of which we have investigated or verified.

• In connection with the opinion in paragraph 1 below, we have relied solely upon the Good Standing Certificates as to the factual matters and legal conclusions set forth therein.

• Our opinions in paragraph 1 above as to the valid existence and good standing of the Guarantors are based solely upon our review of the Good Standing Certificates.

• As to all matters of fact which are material to our opinion, we have relied, without any independent verification, due diligence or other investigation, upon the truth and accuracy of the representations, warranties and recitals of fact (as opposed to conclusions of law) made or set forth in the Transaction Documents, the Officers’ Certificates and the Good Standing Certificates.

• We have undertaken no investigation or verification of such facts other than consulting the records of the Secretary of State of the State to obtain the Good Standing Certificates.

• In connection with our opinions expressed in paragraphs 1 and 2 below, we have exclusively relied upon the Good Standing Certificates of the Secretary of the State of Ohio.

• In connection with our opinions expressed in paragraphs 1 and 2 below, we have exclusively relied, with your permission, upon the Good Standing Certificates of the Secretary of the State of Ohio.

More Definitions of Good Standing Certificates

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

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

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, ...