Authorization, Execution and Delivery of Operative Documents. The following documents shall have been duly authorized, executed and delivered by the Lessee, shall be in form and substance reasonably satisfactory to the Lessor and an executed counterpart of each thereof shall have been received by the Lessor:
(i) this Agreement;
(ii) each Lease;
(iii) each Memorandum of Lease;
(iv) each Pledge Agreement; and
(v) each Deposit Agreement.
Authorization, Execution and Delivery of Operative Documents. At or before the Closing Time, each of the Operative Documents will be duly authorized, executed and delivered by each of the Enbridge Parties party thereto and, assuming due authorization by the other parties thereto, will be a valid and legally binding agreement of each of the Enbridge Parties party thereto, enforceable against each of the Enbridge Parties party thereto in accordance with their terms; provided, that, with respect to each agreement described in this Section 1(a)(xxiii), the enforceability thereof may be limited by (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) public policy, any applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.
Authorization, Execution and Delivery of Operative Documents. Each of the Operative Documents shall have been duly authorized, executed and delivered by each designated party thereto (other than the Lessee, CIROR and the Co-Lessee) and shall be in full force and effect on the First Funding Date, and the Lessee and the Co-Lessee shall each have received an executed counterpart of each Operative Document and any other document of which an executed counterpart shall have been delivered to the Participants and a copy of each such document of which a copy shall have been delivered to the Participants.
Authorization, Execution and Delivery of Operative Documents. Each party hereto shall have duly authorized, executed and delivered each Operative Document to which it is specified to be a party and an executed counterpart thereof shall have been delivered to each other party hereto and thereto.
Authorization, Execution and Delivery of Operative Documents. The following documents shall have been duly authorized, executed and delivered by each designated party thereto prior to or on the First Funding Date and shall be in full force and effect on the First Funding Date without any event or condition having occurred or existing which constitutes, or with the giving of notice or lapse of time or both would constitute, a default thereunder or breach thereof or would give any party thereto the right to terminate any thereof or excuse any party from performing its obligations thereunder:
(i) this Participation Agreement;
(ii) the Xxxx of Sale to the Owner Trustee from the Co-Lessee conveying good and marketable title to the Owner Trustee free and clear of all Liens and in form and substance satisfactory to each Participant;
(iii) the Lease;
(iv) the Lease Supplement and related Schedule of Equipment covering the Items of Equipment delivered on the First Funding Date;
(v) the Indenture;
(vi) the Indenture Supplement covering the Items of Equipment delivered on the First Funding Date;
(vii) the Trust Agreement;
(viii) the Guaranty;
(ix) the Tax Indemnity Agreement; and
(x) a side letter agreement executed by Lucent in favor of each of the Lessor Parties containing (A) Lucent's covenant that it will not purchase or bid for the Equipment or any Item thereof in the event of any termination or foreclosure sale and (B) Lucent's acknowledgment that its only rights in and to the Equipment or any Item thereof are as set forth in Sections 15.2, 15.3 and 15.4 of the Lease.
Authorization, Execution and Delivery of Operative Documents. Each of the Operative Documents to be entered into on such Advance Date shall have been duly authorized, executed and delivered by each of the respective parties thereto, and shall be in full force and effect.
Authorization, Execution and Delivery of Operative Documents. On or prior to the Closing Date, the following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto and shall be in full force and effect on the Closing Date without any event or condition having occurred or existing which constitutes, or with the giving of notice or lapse of time or both would constitute, a default thereunder or breach thereof or would give any party thereto the right to terminate any provision thereof or not to perform its obligations thereunder:
(i) this Participation Agreement;
(ii) a Tax Indemnity Agreement between Lessee and each Owner Participant;
(iii) the Lease, as supplemented by a Lease Supplement dated the Closing Date, such Lease Supplement covering all Equipment delivered on the Closing Date and containing separate schedules relating to each Owner Participant;
(iv) the Trust Agreement;
(v) a full warranty bxxx of sale for the Equipment, in substantially the form set out in Exhibit A hereto;
(vi) the Guarantee;
(vii) a Site Lease and a Site Sublease for each Site where Equipment is located on the Closing Date;
(viii) the Security Agreement;
(ix) the Guarantor Security Agreement;
(x) the Patent Security Agreement;
(xi) the Trademark Security Agreement;
(xii) the Owner Trustee Parent Guarantee;
(xiii) Landlord's Waivers relating to PPE Collateral;
(xiv) an Intercreditor Agreement with the Credit Agent and Collateral Agent (as such terms are defined therein);
(xv) the Pledge Agreement;
(xvi) the Parent Pledge Agreement;
(xvii) a Mortgage relating to each element of PPE Collateral constituting owned real property or an interest therein;
(xviii) Internal Revenue Service Form 8264 regarding tax shelter registration;
(xix) EH&S Letter; and
(xx) State sales tax exemption forms for the States of Illinois, Maryland and Texas.
Authorization, Execution and Delivery of Operative Documents. The Closing Date Documents and the following additional documents shall have been duly authorized, executed and delivered by each designated party thereto prior to or on the Equipment Closing Date and shall be in full force and effect, enforceable in accordance with its terms, on the Equipment Closing Date without any event or condition having occurred or existing which constitutes, or with the giving of notice or lapse of time or both would constitute, a default thereunder or breach thereof or would give any party thereto the right to terminate any thereof or excuse any party from performing its obligations thereunder:
Authorization, Execution and Delivery of Operative Documents. The documents listed in Section 3.01(d) to be delivered on the Closing Date shall have been duly authorized executed and delivered by the respective party or parties thereto and shall be in full force and effect on the Closing Date without any event or condition having occurred or existing which constitutes, or with the giving of notice or lapse of time or both would constitute, a default thereunder or breach thereof or would give any party thereto the right to terminate any provision thereof or not to perform its obligations thereunder, and Lessee or its special counsel shall have received an executed counterpart of each such document of which an executed counterpart shall have been delivered to the Owner Participants and a copy of each such document of which a copy shall have been delivered to the Owner Participants.
Authorization, Execution and Delivery of Operative Documents. The following documents shall have been duly authorized, executed and delivered by the Lessee, shall be in form and substance reasonably satisfactory to the Lessor and an executed counterpart of each thereof shall have been received by the Lessor:
(i) this Agreement;
(ii) each Lease;
(iii) the Construction Agency Agreement;
(iv) each Memorandum of Lease;
(v) an Assignment of Contract for each then-existing Major Construction Document;
(vi) each Pledge Agreement;
(vii) each Deposit Agreement;
(viii) the Blocked Account Agreement; and
(ix) the Shared Parking Agreement.
