Borrower Deliveries. On or prior to the Closing Date, Borrower shall have delivered to Lenders the following:
(a) executed copies of the Loan Documents (provided that in the case of the Note, original copies thereof shall be delivered to Lenders promptly after the Closing Date), and all other documents and instruments reasonably required by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent;
(b) certified copy of resolutions of the Board, evidencing approval of (i) the Initial Loan Advances and the other transactions evidenced by the Loan Documents; and (ii) the security interest granted to the Agent under this Agreement;
(c) certified copies of the organizational documents of Borrower;
(d) invoices or bills of sale of the Equipment, Inventory and machinery being acquired with the proceeds of the Initial Loan Advance or that was already acquired and is being refinanced with the proceeds of the Initial Loan Advance; and
(e) a certificate of good standing for Borrower from its state of incorporation or formation.
Borrower Deliveries. Xxxxxxxx agrees to provide Purchaser with copies of all materials submitted to Lender whether in connection with Loan advances or otherwise at the same time such materials are submitted to Lender.
Borrower Deliveries. At or before Closing, Trustee shall have received each of the items required under the Term Sheet, in form and substance satisfactory to it, and its counsel.
Borrower Deliveries. On or prior to the Closing Date, Borrower shall have delivered to Agent the following:
(a) executed copies of the Loan Documents (provided that in the case of the Note and Warrants, original copies thereof shall be delivered to Agent promptly after the Closing Date), Account Control Agreements, and all other documents and instruments reasonably required by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Agent;
(b) certified copy of resolutions of the Board of each Borrower, evidencing approval of (i) the Term Loan AdvancesAdvance and the other transactions evidenced by the Loan Documents; (ii) the security interest granted to the Agent under this Agreement and (iii) with respect to Parent, the issuance of the Warrants to Lender (for the avoidance of doubt, the Warrants are fully earned by Xxxxxx regardless of whether the Borrower requests Term Loan AdvancesAdvance equal to the entire Term Commitment of the Lender or only a portion thereof);
(c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Parent;
(d) certified copies of the organizational documents of each Borrower other than Parent; and
(e) a certificate of good standing for each Borrower from its state of incorporation or formation.
Borrower Deliveries. On the Sale Date, Borrower shall deliver to Lender the following (in form and substance satisfactory to Lender):
(i) The duly executed and completed (A) First Amendment to the Pledge Agreement of Borrower, dated as of the Sale Date, granting to Lender a first priority Lien in the Collateral set forth therein, together with stock certificates evidencing all of the equity interest of MGA (which certificates shall not contain any restriction on transfer or similar legend unacceptable to Lender), (B) undated, blank stock powers executed by Borrower (with signatures guaranteed as required by Lender), and (C) confirmations of all Liens in all equity interest of MGA.
(ii) Evidence that all restrictions on transfer of any interest in any equity of MGA contained in any organization, governance, voting rights, warrant, option or similar agreement related to MGA are waived or modified in form and substance satisfactory to Lender.
Borrower Deliveries. The Escrowed Payment will be delivered pursuant to the following wire transfer instructions: 1000 0xx Xxxxxx
Borrower Deliveries. The undersigned, an Authorized Official of the Borrower, HEREBY CERTIFIES for the benefit of each Credit Party that, since the date of the last Quarterly Reporting Certificate, the following information has been delivered pursuant to Section 6.1 of the Common Agreement:
