Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received # a certificate of each Loan Party, dated the Effective 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 signatures 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 certified by the relevant 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 documents, and # a good standing certificate for each Loan Party from its jurisdiction of organization or the substantive equivalent available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction.

Effective Date Certificate; Certified Certificate of Incorporation; Good Standing Certificate. The Administrative Agent shall have received # a certificate of the Company, dated the Effective Date, substantially in the form of [Exhibit F], with appropriate insertions and attachments, including the restated certificate of incorporation of the Company, certified by the relevant authority of the jurisdiction of organization of the Company, # a good standing certificate for the Company from its jurisdiction of organization and # a certificate of the Company, dated the Effective Date, to the effect that the conditions set forth in [[Section 5.2(b), (c) and (d)])])]])])] have been satisfied.

Good Standing Certificates and Certified Charters. A certificate issued by the Secretary of State of Delaware indicating that the Company is in good standing within such jurisdiction and the Company’s Certificate of Incorporation certified by the Secretary of State of Delaware. A certificate issued by the Secretary of the State of New Jersey indicating that Seller is in good standing within such jurisdiction and Seller’s Certificate of Incorporation certified by the Secretary of State of New Jersey.

Good Standing Certificate. FDOC shall have delivered to ​ a certificate of good standing of FDOC dated within two (2) business days of Closing issued by the Secretary of State of Delaware.

Certificate of Good Standing. The Administrative Agent shall have received a certificate as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization.

Certificate of Good Standing. The Bank shall have received a certificate of corporate good standing or legal existence of ​ as of a recent date.

Officers' Closing Certificate. The Administrative Agent shall have received a certificate of the President or a Vice President and the Secretary or Assistant Secretary of each Borrower, dated the Closing Date, substantially in the form of [Exhibit E].

copies of its organizational documents, including its certificate of incorporation and bylaws, certificate of limited partnership and limited partnership agreement or limited liability company certificate and operating agreement, as the case may be, as in effect on the date hereof and, in the case of the certificate of incorporation of the Borrower, certified by the appropriate state official where such document is filed in a state office (or, in the event that no change has been made to such organizational documents previously delivered to the Administrative Agent, so certified by the Secretary or Assistant Secretary of such Loan Party), together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in the state of its formation and the state of its principal place of business.

Officer’s Certificate. The Agent shall have received # a certificate, signed by the secretary or any assistant secretary of Borrower # certifying that the certificate of incorporation and bylaws of the Borrower that were delivered on the Closing Date remain true and complete as of the Amendment Effective Date (or certified updates as applicable), # certifying that each Authorized Officer listed in the incumbency certificate delivered on the Closing Date remains a duly elected and qualified officer of the Borrower and such officer remains duly authorized to execute and deliver on behalf of the Borrower the Amendment and # attaching a copy of the resolutions of Borrower’s board of directors authorizing the execution, delivery and performance of the Amendment and # a certificate of good standing of Borrower, certified by the Secretary of State of the State of Delaware.

Copies of the articles or certificate of incorporation of such Borrowing Subsidiary, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Agent or any Lender to verify the identity of such Borrowing Subsidiary as required by Section 326 of the USA Patriot Act.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that:

Certificate. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.08 shall be delivered to the Borrower and the Administrative Agent and shall be conclusive absent manifest error.

Certificate. The Certificate, a copy of which is attached hereto as Exhibit “1” and incorporated herein by reference, is hereby ratified by RealBiz as a legally binding and enforceable contract with ​ concerning ​’s preferred rights therein, as amended pursuant to [Section 2(g)] hereof, and RealBiz acknowledges and agrees to be bound by the terms therein, as amended herein.

Certificates of Good Standing. ​ shall have received certificates of corporate good standing or legal existence of the Bank as of a recent date.

Certificates of Good Standing. Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable.

a good standing certificate for the Parent certified as of a date no later than thirty (30) days prior to the Closing Date from the proper state official in its jurisdiction of organization and each other jurisdiction set forth on [Schedule 3.1]..