Organizational Documents and Good Standing Certificates Clause Samples

Organizational Documents and Good Standing Certificates. Each of the following documents:

Organizational Documents and Good Standing Certificates. Administrative Agent shall have received from (i) Private REIT, Trilogy REIT JV and each Operating Partnership (and others as reasonably requested) a copy, of the partnership agreement, corporate charter or operating agreement or other organizational agreements of such Person, as applicable, and (ii) each Borrower (A) its operating agreement or other organizational agreement of such Borrower, certified by a duly authorized officer of such Borrower, as applicable, to be true and complete, (B) its certificate or articles of formation, certified as of a recent date by the Secretary of State of such Borrower’s state of formation and (C) certificates dated as of a recent date evidencing the good standing (or equivalent status) of such Borrower in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Borrower’s business activities or the ownership of its properties necessitates qualification, issued by the Secretary of State or other appropriate official of each such jurisdiction.

Organizational Documents and Good Standing Certificates. (A) A certified copy of the Certificate or Articles of Incorporation or equivalent formation document of each Credit Party, and any and all amendments and restatements thereof, certified as of a recent date by the relevant Secretary of State; (B) a copy of each Credit Party’s by-laws, agreement of limited partnership or other similar document, as applicable, certified by the Secretary or Assistant Secretary of such Credit Party as being true, complete and correct and in full force and effect; (C) a good standing certificate from the Secretary of State of the state of incorporation or formation, as applicable, dated as of a recent date, listing all charter documents affecting such Credit Party and certifying as to the good standing of such Credit Party; and (D) certificates of good standing from each other jurisdiction in which each Credit Party is authorized or qualified to do business.

Organizational Documents and Good Standing Certificates. The Administrative Agent shall have received: (i) an original certified copy of the Certificate of Incorporation or Certificate of Formation, as applicable, for the Target and each of its Subsidiaries and any and all amendments and restatements thereof, certified as of a recent date by the secretary of the Target or such Subsidiary, as applicable; (ii) an original good standing certificate from the Secretary of State of the state of incorporation or state of formation, as applicable, dated as of a recent date, listing all charter documents affecting the Target and each of its Subsidiaries and certifying as to the good standing of the Target or such Subsidiary, as applicable; and (iii) original certificates of good standing from each other jurisdiction in which the Target and each of its Subsidiaries is authorized or qualified to do business.

Organizational Documents and Good Standing Certificates. Borrower shall have delivered to Lender a copy of the Articles of Incorporation of each Credit Party, certified by the applicable authority in the State of incorporation of such Credit Party and copies of the by-laws (as amended through the date hereof) of such Credit Party, certified by the Secretary or an Assistant Secretary thereof. Borrower shall have delivered to Lender a good standing certificate for each Credit Party, issued on or about the Closing Date by the Secretary of State in the state where such Credit Party is incorporated or formed.

Organizational Documents and Good Standing Certificates. Administrative Agent shall have received from each Borrower, each Guarantor and such other Persons as Administrative Agent may reasonably request (A) its operating agreement or other organizational agreement of such Person, certified by a duly authorized officer of such Person, as applicable, to be true and complete, (B) its certificate or articles of formation, certified as of a recent date by the Secretary of State of such Person’s state of formation and (C) certificates dated as of a recent date evidencing the good standing (or equivalent status) of such Person in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Person’s business activities or the ownership of its properties necessitates qualification, issued by the Secretary of State or other appropriate official of each such jurisdiction.

Organizational Documents and Good Standing Certificates. The Administrative Agent shall have received: (i) an original certified copy of the Certificate of Incorporation of the Borrower, and any and all amendments and restatements thereof, certified as of a recent date by the relevant Secretary of State; (ii) a copy of the Certificate of Incorporation, Certificate of Formation or Certificate of Limited Partnership, as applicable, of each other Credit Party and any and all amendments and restatements thereof, certified by the relevant Secretary of State and certified by the Secretary or Assistant Secretary of each other Credit Party as being true, complete and correct and in full force and effect; (iii) a copy of each Credit Party’s by-laws, agreement of limited partnership or other similar document, as applicable, certified by the Secretary or Assistant Secretary of such Credit Party as being true, complete and correct and in full force and effect; (iv) an original good standing certificate of each Credit Party from the Secretary of State of the state of incorporation or formation, as applicable, dated as of a recent date, listing all charter documents affecting such Credit Party and certifying as to the good standing of such Credit Party; and (v) original certificates of good standing from each other jurisdiction in which each Credit Party is authorized or qualified to do business.

Organizational Documents and Good Standing Certificates. The Agent shall have received a copy of the Articles of Incorporation of each Company and Guarantor, certified by the applicable authority in the State of incorporation of such Company or Guarantor, as the case may be, and copies of the by-laws (as amended through the date hereof) of such Company and Guarantor, certified by the Secretary or an Assistant Secretary thereof. The Companies shall have delivered to the Agent a good standing certificate for each Company and each Guarantor, issued on or about the Closing Date by the Secretary of State in the state(s) where such Company or such Guarantor is incorporated or formed or qualified as a foreign entity.

Organizational Documents and Good Standing Certificates. The Administrative Agent shall have received from each Loan Party: (i) certificates of good standing (or equivalent thereof) from the secretary of state or other applicable office of the jurisdiction of organization or formation of such Loan Party, (ii) resolutions or other applicable action of such Loan Party, (iii) an incumbency certificate and/or other certificate of a Responsible Officer of such Loan Party, in each case evidencing the identity, authority and capacity of each Responsible Officer of such Loan Party authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party and (iv) (x) the articles or certificate of incorporation or certificate or articles of formation (or any equivalent charter document) and the by-laws, limited liability company operating agreement, partnership agreement or other organizational documents, as applicable, which, in the case of the certificate or articles of incorporation or certificate or articles of formation (or any equivalent charter document) shall, to the extent applicable in the relevant jurisdiction, other than in respect of Canada’s Wonderland Company, be certified by the Secretary of State (or equivalent appropriate governmental entity) as of a recent date or (y) a certification that the articles or certificate of incorporation or certificate or articles of formation (or any equivalent charter document) and the by-laws, limited liability company operating agreement, partnership agreement or other organizational documents, as applicable, of such Loan Party delivered to the Administrative Agent on the Closing Date or the First Amendment Effective Date, as applicable, remains in full force and effect.