Organizational Documentation Clause Samples

The Organizational Documentation clause establishes the requirement for a party, typically a company or entity, to provide and maintain official records that verify its legal existence and authority to enter into agreements. This may include documents such as articles of incorporation, bylaws, certificates of good standing, or board resolutions, which must be furnished upon request or as a condition precedent to certain transactions. The core function of this clause is to ensure that all parties involved are properly constituted and authorized, thereby reducing the risk of disputes over authority or validity of contractual obligations.
Organizational Documentation. If the Borrower, is a limited partnership, limited liability partnership or a limited liability company, with respect to such entity: (1) the partnership agreement or limited liability company agreement, including all amendments and attachments, certified by a general partner or member; (2) the partnership certificate or certificate of formation, including all amendments, certified by an official in whose office it is filed or recorded, together with a certificate of good standing from such office and from the state in which the Property is located, if applicable; (3) any certificates filed or recorded or required to be filed or recorded by such partnership or limited liability company in the state of its formation and the state where the Land is located in order for it to do business in those states; (4) any consents by other partners or members required for the borrowing contemplated by this Agreement and the execution, delivery and performance of the Project Loan Documents and appropriate resolutions and certificates authorizing the execution, delivery and performance by Borrower of its obligations hereunder and designating those individuals authorized to enter into this Agreement and the other Operative Agreements; and (5) if requested by the Lender, an acknowledgment by each of the partners or members of his or its continued membership in the Borrower.
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Organizational Documentation. For Borrower and Guarantor, with respect to each such entity: (1) the partnership agreement including all amendments and attachments, certified by a general partner; (2) the partnership certificate including all amendments, certified by an official in whose office it is filed or recorded; (3) any certificates filed or recorded or required to be filed or recorded by such partnership in the state of its formation and the state where the Land is located in order for it to do business in those states; (4) any consents by other partners required for the borrowing contemplated by this Agreement and the execution, delivery and performance of the Loan Documents or the execution, delivery and performance of the Guaranty, as applicable; and (5) if requested by Lender, an acknowledgement by each of the partners in Borrower of his or its continued membership in Borrower.
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Organizational Documentation. The Organizational Certificate of Borrower, which shall include, if Borrower is a limited partnership or a limited liability company, with respect to such entity: (1) the partnership agreement or limited liability company agreement, including all amendments and attachments, certified by a general partner or member; (2) the partnership certificate or certificate of formation, including all amendments, certified by an official in whose office it is filed or recorded; (3) any certificates filed or recorded or required to be filed or recorded by such partnership or limited liability company in the state of its formation and the state where the Land is located in order for it to do business in those states; (4) any consents by other partners or members required for the borrowing contemplated by this Agreement and the execution, delivery and performance of the Project Loan Documents; and (5) if requested by Lender, an acknowledgment by each of the Partners or Members of his or its continued membership in Borrower;
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Organizational Documentation. Below are the requirements for the various organizational entities that must be provided prior to closing. Documentation is required for all Borrower(s), Guarantor(s), General Partners of the Borrower(s) or Guarantor(s) that are classified as entities, General Partners of partnerships, and members of LLCs. In addition, an organizational chart for each Borrower or Guarantor entity must be provided. • Fully executed copy of the partnership agreement or joint venture agreement with any and all amendments; • A certified copy of Certificate of Limited Partnership and all amendments as filed or recorded pursuant to all applicable laws and an original Certificate of Good Standing, for the current year, from the Secretary of State of the state of formation and of the state where the Project is located, and evidence of payment of all applicable current franchise taxes. • Partnership Resolutions setting forth the names of all partners and those parties specifically authorized to bind the partnership and execute documents required for the loan, and containing the signed consents of all general partners and all other partners required prior to the execution, and • Evidence of proper Fictitious Business Name, Trade Name Affidavit, or similar filings or recordings as required by law. • A complete copy of the Articles of Incorporation and all amendments certified to by the Secretary of State of the state of incorporation; • A complete copy of the Bylaws and all amendments certified to by ▇▇▇▇▇▇▇▇'s and/or Guarantor's Secretary; • An original Certificate of Good Standing, for the current year, from the Secretary of State of the state of incorporation and of the state where the Project is located, and evidence of payment of all applicable current corporate franchise taxes; • Certified resolutions of the Board of Directors (and, if required, of the stockholders) authorizing the corporation (or corporate general partner) to enter into and/or guarantee the loan and to execute and deliver the documents required; and • Incumbency certificates setting forth the names and signatures of those officers authorized to execute the loan documents and/or Guarantee.
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Organizational Documentation. Mezzanine Lender shall have received true and complete copies of (i) the Borrower Operating Agreement, certified as a complete and correct copy thereof by Beacon/▇▇ ▇▇▇▇▇▇▇ LLC, and (ii) the Mortgagor Company Agreements, certified as a complete and correct copy thereof by Borrower, and (iii) the Articles of Incorporation of the Mortgagor Managing Entity, certified as a complete and correct copy thereof by an authorized officer of the Mortgagor Managing Entity or by the Mortgagors, and Mezzanine Lender shall have approved each of the foregoing documents.
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Organizational Documentation a. Contemporaneously with the execution of this Assignment and Assumption, Original Tenant, New Tenant and Guarantor have submitted to Landlord such organizational documentation and certificates of authority as Landlord has requested to establish the existence and good standing of such parties, as applicable, and the authority of the individuals executing this Assignment and Assumption on behalf of such parties. Original Tenant, New Tenant and Guarantor, and each individual executing this Assignment and Assumption on behalf of such parties, represent and warrant that such documentation accurately depicts the existence and status of Original Tenant, New Tenant and Guarantor, as applicable, and the authority of the individuals executing this Assignment and Assumption on behalf of such parties.
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Organizational Documentation. The Borrower shall have delivered to the Lender copies of Borrower's Certificate of Incorporation, Bylaws and a Certificate of Good Standing from the Idaho Secretary of State.
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Organizational Documentation. Seller shall deliver organizational documents, evidence of good standing, and certificates, resolutions, actions and consents required to establish the authority of Seller and the agent(s) or officer(s) executing the documents on behalf of Seller to complete this transaction.
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Related to Organizational Documentation

  • Organizational Documents The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.

  • Additional Documentation Execute and deliver, or cause to be executed and delivered, any and all other agreements, instruments or documents which Lender may reasonably request in order to give effect to the transactions contemplated under this Loan Agreement and the other Loan Documents.

  • Organizational Documents; Incumbency Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

  • Modification of Organizational Documents No Borrower will, or will permit any Subsidiary to, directly or indirectly, amend or otherwise modify any Organizational Documents of such Person, except for Permitted Modifications.

  • Certified Copies of Organizational Documents The Agent shall have received from the Borrower a copy, certified as of a recent date by the appropriate officer of each State in which the Borrower, the Guarantors or any of their respective Subsidiaries, as applicable, is organized or in which the Real Estate is located and a duly authorized partner, member or officer of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter, declaration of trust or other organizational documents of the Borrower, the Guarantors, or any Subsidiary, as applicable, or its qualification to do business, as applicable, as in effect on such date of certification.