CERTIFIED COPIES OF CERTAIN DOCUMENTS Sample Clauses

CERTIFIED COPIES OF CERTAIN DOCUMENTS. The Agent shall have received from the Borrower copies, certified by the corporate secretary of the Borrower to be true and complete on the Effective Date, of the Certificate of Incorporation and By-laws of the Borrower and each of its Subsidiaries.
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CERTIFIED COPIES OF CERTAIN DOCUMENTS. 22 Section 6.6 PROOF OF ACTION BY BORROWER 22 Section 6.7 INCUMBENCY CERTIFICATE 22 Section 6.8 PROCEEDINGS AND DOCUMENTS 22 Section 6.9 FEES 22 Section 6.10 LEGAL OPINIONS 22 Section 6.11 BORROWING BASE REPORT 22 Section 6.12 EVIDENCE OF INSURANCE 23 Section 7 CONDITIONS TO SUBSEQUENT LOAN ADVANCES 23 Section 7.1 LEGALITY OF TRANSACTIONS 23 Section 7.2 REPRESENTATIONS AND WARRANTIES 23 Section 7.3 PERFORMANCE, ETC. 23 Section 7.4 PROCEEDINGS AND DOCUMENTS 23 Section 7.5 LIMITATIONS ON BORROWING 23 Section 8 AFFIRMATIVE COVENANTS OF THE BORROWER 24 Section 8.1 PUNCTUAL PAYMENT 24 Section 8.2 LEGAL EXISTENCE, ETC. 24 Section 8.3 RESERVES 24 Section 8.4 CHANGE OF CORPORATE NAME 24 Section 8.5 FINANCIAL STATEMENTS AND OTHER REPORTS 24 Section 8.6 USE OF LOAN PROCEEDS 26 Section 8.7 MAINTENANCE AND ALTERATIONS 26 Section 8.8 CERTAIN ENVIRONMENTAL MATTERS 26 Section 8.9 NOTICE OF LITIGATION AND JUDGMENT 26 Section 8.10 NOTICE OF DEFAULTS 26 Section 8.11 BOOKS AND RECORDS 26 Section 8.12 INSURANCE 26 Section 8.13 TAXES AND MECHANIC'S LIENS 27 Section 8.14 CONDUCT OF BUSINESS 27 Section 8.15 COMPLIANCE WITH LAW 27 Section 8.16 ACCESS 27 Section 8.17 FURTHER ASSURANCES 28 Section 8.18 MATERIAL ADVERSE CHANGES 28 Section 8.19 GUARANTY FROM FUTURE SUBSIDIARIES 28 Section 8.20 SALE OF ASSETS 28 Section 9 NEGATIVE COVENANTS OF THE BORROWER 28 Section 9.1 INVESTMENTS 28 Section 9.2 SECURITY INTERESTS AND LIENS 28 Section 9.3 INDEBTEDNESS 29 Section 9.4 DISTRIBUTIONS 29 Section 9.5 MAXIMUM COMMITMENT AMOUNT 30 Section 9.6 MERGER AND CONSOLIDATION 30 Section 9.7 ACQUISITION OF ASSETS 30 Section 9.8 DISPOSITION OF ASSETS 30 Section 9.9 SALE AND LEASEBACK 30 Section 9.10 TRANSACTIONS WITH AFFILIATED PERSONS 30 Section 9.11 ERISA COMPLIANCE 31 Section 9.12 EXISTING SENIOR INDEBTEDNESS 31 Section 10 FINANCIAL COVENANTS OF THE BORROWER 31 Section 10.1 MINIMUM TANGIBLE NET WORTH 31 Section 10.2 TOTAL LIABILITIES TO TANGIBLE NET WORTH RATIO 31 Section 10.3 EBITDA TO INTEREST EXPENSE AND TOTAL DEBT SERVICE 31 Section 10.4 INVENTORY 31 Section 11 EVENTS OF DEFAULT; ACCELERATION; REMEDIES 31 Section 11.1 EVENTS OF DEFAULT; ACCELERATION 31 Section 11.2 REMEDIES 33 Section 11.3 ADVANCES 33 Section 11.4 PROCEEDS 33 Section 12 SETOFF 34 Section 13 EXPENSES 34 Section 14 INDEMNIFICATION 34 Section 15 SURVIVAL OF COVENANTS ETC. 35 Section 16 THE AGENT 35 Section 16.1 AUTHORIZATION 35 Section 16.3 NO LIABILITY 35 Section 16.4 NO REPRESENTATIONS 35 Section 16.5 PAYMENTS 36 Section 16.6 HO...
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CERTIFIED COPIES OF CERTAIN DOCUMENTS. . . 31 Section 6.6. PROOF OF ACTION BY BORROWER . . . . . . . . . . . 31 Section 6.7. INCUMBENCY CERTIFICATE. . . . . . . . . . . . . . 31 Section 6.8.
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CERTIFIED COPIES OF CERTAIN DOCUMENTS. As promptly as practicable following (i) any of the Restructuring Actions involving a merger or conversion of any Company Subsidiary or (ii) the Conversion Step, EECI shall provide to MLP copies of the articles and certificates of merger or conversion or similar filings with respect to such actions made with applicable Governmental Authorities, certified by the applicable Governmental Authority.
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CERTIFIED COPIES OF CERTAIN DOCUMENTS. 53 Section 9.6 PROOF OF ACTION......................................... 54
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CERTIFIED COPIES OF CERTAIN DOCUMENTS. The Agent shall have received from the members of the Consolidated Group copies of the charter documents and bylaws of each member of the Consolidated Group certified to be true and correct by the corporate secretary for each such entity.
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CERTIFIED COPIES OF CERTAIN DOCUMENTS. Lead Agent shall have received from Borrower copies of the charter documents and bylaws of Borrower certified to be true and correct by the corporate secretary for Borrower; certificates of existence and/or good standing from the applicable jurisdiction of organization or formation with respect to Borrower and each other member of the Consolidated Group; and, if applicable, evidence of each such entity's qualification to do business in the State of Florida.
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Related to CERTIFIED COPIES OF CERTAIN DOCUMENTS

  • Amendments of Certain Documents Amend or otherwise modify (a) any of its Organization Documents in a manner materially adverse to the Administrative Agent or the Lenders, or (b) any term or condition of any Unsecured Financing Documentation in any manner materially adverse to the interests of the Administrative Agent or the Lenders.

  • Amendment of Certain Documents Such Borrower will not amend or otherwise modify its Certificate of Formation or Articles of Association as the case may be, or operating agreement in any way which would have a Material Adverse Effect on such Borrower.

  • Delivery of Certain Documents (i) Furnish to each Selling Holder and to any underwriter of such Registrable Securities an opinion of counsel for the Company (which opinion (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, or, in the case of a non-underwritten offering, to the Selling Holders) addressed to each Selling Holder and any underwriter of such Registrable Securities and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the applicable registration statement) covering the matters customarily covered in opinions requested in sales of securities or underwritten offerings, (ii) furnish to each Selling Holder and any underwriter of such Registrable Securities a “cold comfort” and “bring-down” letter addressed to each Selling Holder and any underwriter of such Registrable Securities and signed by the independent public accountants who have audited the financial statements of the Company included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as any Selling Holder may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements and (iii) cause such authorized officers of the Company to execute customary certificates as may be requested by any Selling Holder or any underwriter of such Registrable Securities;

  • Modification of Certain Documents No Group Member shall do any of the following:

  • Reporting by the Servicer; Delivery of Certain Documentation On the tenth calendar day of each month (or, if the 10th day is not a Business Day, the next succeeding Business Day), the Servicer shall furnish to the Titling Trustee and each Related Beneficiary a Settlement Statement, substantially in the form as set forth in Exhibit A hereto for the immediately preceding Collection Period.

  • Notice of Certain Corporate Actions In case:

  • Notices of Certain Changes Promptly, but in any event within five (5) Business Days after the execution thereof, copies of any amendment, modification or supplement to the certificate or articles of incorporation, by-laws, any preferred stock designation or any other organic document of the Borrower or any Subsidiary.

  • Notice of Certain Corporate Action In case:

  • Modifications of Certain Documents The Borrower will not consent to any modification, supplement or waiver of (a) any of the provisions of any agreement, instrument or other document evidencing or relating to any Permitted Indebtedness or Special Longer-Term Unsecured Indebtedness that would result in such Permitted Indebtedness or Special Longer-Term Unsecured Indebtedness not meeting the requirements of the definition of “Permitted Indebtedness” or “Special Longer-TermLonger Term Unsecured Indebtedness”, as applicable, set forth in Section 1.01 of this Agreement, unless following such amendment, modification or waiver, such Permitted Indebtedness or Special Longer-Term Unsecured Indebtedness, as applicable, would otherwise be permitted under Section 6.01, or (b) either of the Affiliate Agreement or the Custodian Agreement, unless such modification, supplement or waiver is not materially less favorable to the Borrower than could be obtained on an arm’s-length basis from unrelated third parties, in each case, without the prior consent of the Administrative Agent (with the approval of the Required Lenders). Without limiting the foregoing, the Borrower may, at any time and from time to time, without the consent of the Administrative Agent or the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness permitted pursuant to Section 6.01(d), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d).

  • Property Inspections; Collection of Financial Statements; Delivery of Certain Reports (a) The Special Servicer shall perform or cause to be performed a physical inspection of the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Administered REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2008, the Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Mortgage Loan: (i) at least once every two calendar years in the case of Mortgaged Properties securing Performing Serviced Mortgage Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected by the Master Servicer or the Special Servicer in the preceding six (6) months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan Combination) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall each forward copies of any such inspection reports prepared by it to the Underwriters, the Controlling Class Representative and the Serviced Non-Trust Noteholders, upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO Property, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer. The Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it (including pursuant to the preceding sentence) to the Trustee, the Special Servicer, any related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan Combination) or any Controlling Class Certificateholder, in each case upon request. Within 30 days after receipt by the Master Servicer or Special Servicer, as applicable, of any annual operating statements with respect to any Mortgaged Property (other than a Mortgaged Property that secures an Outside Serviced Loan Combination) or Administered REO Property, the Master Servicer (with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan) and the Special Servicer (with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property) shall prepare or update and forward to the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged Property or Administered REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan, and the Special Servicer, with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property, shall prepare and maintain one CMSA Operating Statement Analysis Report for each such Mortgaged Property and Administered REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the case may be. The Master Servicer or Special Servicer, as applicable, shall use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets (as well as any comparable items received with respect to an Outside Serviced Trust Mortgage Loan or any related REO Property) are to be forwarded by the Master Servicer or the Special Servicer, as applicable, to each other, the Trustee and any Controlling Class Certificateholder, in each case upon request.

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