Example ContractsClausesclosing certificate; certified certificate of incorporation; good standing certificatesVariants
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Officer’s Certificate. The Administrative Agent shall have received an Officer’s Certificate dated the Closing Date, certifying as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing, existence or its equivalent of each Loan Party in its jurisdiction of incorporation or organization and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party.

Officer’s Certificate. The [[Administrative AgentAgent:Organization]] shall have received an Officer’s Certificatea certificate of a Responsible Officer (in substantially the form of Exhibit L attached hereto) dated the ClosingEffective Date, certifying as to the Organization Documents of each [[Loan PartyParty:Organization]] (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each [[Loan Party,Party:Organization]], the good standing, existence or its equivalent of each [[Loan Party in its jurisdiction of incorporation or organizationParty:Organization]] and of the incumbency (including specimen signatures) of the Responsible Officers of each [[Loan Party.Party:Organization]].

Officer’s Certificate.Closing Certificates. The Administrative Agent shall have received an Officer’s Certificate# a certificate (in form and substance reasonably satisfactory to the Administrative Agent) of each Loan Party, dated the Closing Date, certifying asEffective Date and executed by its Secretary, Assistant Secretary or other Responsible Officer, which shall # certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, # identify by name and title and bear the Organizationsignatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and # contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party (which, tocertified by the extent filed withrelevant authority of the jurisdiction of organization of such Loan Party and a Governmental Authority, shall be certifiedtrue and correct copy of its by-laws or operating, management or partnership agreement, and # a good standing certificate dated as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing, existence or its equivalent offor each Loan Party infrom its jurisdiction of incorporation or organization and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party.organization.

Officer’s Certificate.Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received an Officer’s Certificate# a certificate of each Loan Party, dated the Closing Date, certifying asEffective Date and executed by its Secretary or Assistant Secretary, which shall # certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, # identify by name and title and bear the Organizationsignatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party and, in the case of a Borrower, its Financial Officers, and # contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party (which, tocertified by the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutionsrelevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, or other organizational or governing body of each Loan Party, thedocuments, and # a good standing, existence or its equivalent ofstanding certificate for each Loan Party infrom its jurisdiction of incorporationorganization or the substantive equivalent available in the jurisdiction of organization and of the incumbency (including specimen signatures) of the Responsible Officers offor each Loan Party.Party from the appropriate governmental officer in such jurisdiction.

Officer’s Certificate. The Administrative Agent shall have received an Officer’s Certificate dated the Closing Date, certifying as to the Organization Documentsa customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party (which,that is a party hereto, in each case, certifying as to # resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), # the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), # incumbency (to the extent filed with a Governmental Authority, shall be certified asapplicable) and specimen signatures of a recent date byeach officer, director or authorized representative executing any Loan Document on behalf of each such Governmental Authority),Loan Party and # the resolutionsgood standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the governing body of each Loan Party, the good standing, existencestate or its equivalent of each Loan Party in itsother jurisdiction of incorporation orsuch Loan Party’s organization (to the extent relevant and available in the jurisdiction of the incumbency (including specimen signatures)organization of the Responsible Officers of eachsuch Loan Party.Party).

Officer’s Certificate.Closing Date Certificates. The Administrative Agent shall have received an Officer’s Certificatea certificate of a Responsible Officer of the Loan Parties dated the Closing Date, certifying as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing, existence or its equivalent of each Loan Party in its jurisdiction of incorporation or organizationDate and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party.certifying:

Officer’s Certificate. The Administrative Agent shall have received an Officer’s Certificate dated the Closing Date, certifying as to the Organization Documentsa customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party (which,that is a party hereto, in each case, certifying as to # resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), # the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), # incumbency (to the extent filed with a Governmental Authority, shall be certified asapplicable) and specimen signatures of a recent date byeach officer, director or authorized representative executing any Loan Document on behalf of each such Governmental Authority),Loan Party and # the resolutionsgood standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the governing body of each Loan Party, the good standing, existencestate or its equivalent of each Loan Party in itsother jurisdiction of incorporation orsuch Loan Party’s organization (to the extent relevant and available in the jurisdiction of the incumbency (including specimen signatures)organization of the Responsible Officers of eachsuch Loan Party.Party).

Officer’s Certificate. The Administrative Agent shall have received an Officer’s Certificate dated the Closing Date, certifying as to the Organization Documentssuch certificates of each Loan Party (which, togood standing (to the extent filed with a Governmental Authority, shall be certified assuch concept exists) from the applicable secretary of a recent date by such Governmental Authority), the resolutionsstate of the governing bodystate of organization of each Loan Party, the good standing, existencecertificates of resolutions or its equivalent of each Loan Party in its jurisdictionother action, incumbency certificates, certificates of incorporation and/or organization andother certificates of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party.Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;

Officer’s Certificate. The Administrative Agent shall have received an Officer’s Certificate datedsuch certificates of good standing (to the Closing Date, certifying as toextent such concept exists) from the Organization Documentsapplicable secretary of state of the state of organization of each Loan Party (which,dated no earlier than ten (10) days prior to the extent filed with a Governmental Authority, shall be certified asClosing Date, certificates of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing, existence or its equivalentother action, incumbency certificates and/or other certificates of each Loan Party in its jurisdiction of incorporation or organization and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party.Party as the Administrative Agent or the Required Lenders may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;

Officer’s Certificate. The Administrative AgentAgent’s receipt of the following, each of which shall have received an Officer’s Certificatebe originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date, certifying as toDate (or, in the Organization Documentscase of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified ascertificates of governmental officials, a recent date by such Governmental Authority),before the resolutionsClosing Date) and each in form and substance satisfactory to the Administrative Agent and each of the governing body of each Loan Party, the good standing, existence or its equivalent of each Loan Party in its jurisdiction of incorporation or organization and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party.Lenders:

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