Closing Submissions Sample Clauses

Closing Submissions. The Administrative Agent’s receipt of the following, each properly executed by an Authorized Officer of the signing Loan Party, each dated either the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its counsel:
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Closing Submissions. The Agent’s receipt of the following, each properly executed by an Authorized Officer of the signing Loan Party, each dated either the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Agent and its counsel, (a) executed counterparts of this Agreement and the other Credit Documents, (b) Notes executed by the Borrower in favor of each Lender requesting a Note for each Loan extended by such Lender, (c) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of each Loan Party as the Agent may require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as a Authorized Officer in connection with this Agreement and the other Credit Documents to which such Loan Party is a party, (d) such documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, and (e) a favorable opinion of counsel to the Loan Parties, addressed to the Agent and the Lenders as to the matters addressed in Exhibit F attached hereto.
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Closing Submissions. The Lender’s receipt of the following, in form and substance reasonably satisfactory to the Lender and its counsel: (a) executed counterparts of this Agreement and the other Credit Documents; (b) the Note executed by the Borrower in favor of the Lender; (c) a Guaranty Agreement executed by the Guarantor; (d) such certificates of resolutions or other action by the respective governing bodies of the Borrower, the Guarantor, and the Ultimate Parent (as required pursuant to the terms of the respective Organization Documents for the Borrower, the Guarantor, and the Ultimate Parent), incumbency certificates and/or other certificates of Authorized Persons of each of the Loan Parties and Ultimate Parent as the Lender may require evidencing the identity, authority and capacity of each Authorized Person thereof authorized to act as an Authorized Person in connection with the Credit Facility, this Agreement, and the other Credit Documents to which such Loan Party is a party, or in the case of the Ultimate Parent as to which the Loan Parties have agreed that certificates will be provided by officers of the Ultimate Parent; (e) for each of the Borrower and the Guarantor, receipt and satisfactory review of (i) all Organization Documents of each Loan Party, including certified certificates of formation and all other Organization Documents, (ii) any agreements among holders of Equity Interests in each Loan Party, and (iii) certificates of good standing from the jurisdiction of its formation and any jurisdiction in which its ownership, lease or operation of properties or the conduct of its business requires it to be qualified to do business, except where the failure to be qualified could not reasonably be expected to result in a Material Adverse Event; (f) a favorable opinion of counsel to the Loan Parties, addressed to the Lender subject only to qualifications and assumptions that are reasonably acceptable to the Lender and its counsel; (g) satisfactory record search reports with respect to the Borrower and its assets and properties; (h) satisfactory search results and opinions for the Collateral as of Closing, and evidence that the Lender will hold perfected first priority Liens in the Collateral, except for Permitted Encumbrances; (i) a certificate of an Authorized Person of each Loan Party certifying (i) that the representations and warranties contained in the Credit Documents are true, accurate and complete in all material respects as of the Closing Date (except to th...
Sample 1
Closing Submissions. The Administrative Agent’s receipt of the following, each of which shall be originals, telecopy or other electronic format (i.e., “pdf”): 106
Sample 1

Related to Closing Submissions

  • Seller’s Closing Deliverables At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Buyer each of the following:

  • Closing and Closing Deliveries 22 8.1 Closing........................................................................................22 8.2

  • Closing Actions At the Closing:

  • Seller Closing Deliverables At the Closing, Seller shall deliver to Buyer the following:

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Post-Closing Cooperation Subject to compliance with contractual obligations and applicable Law, following the Closing, each party shall afford to the other party and the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business (a) reasonable access and duplicating rights to all Confidential Information (which shall remain subject to Section 4.1, as applicable) and other information relating to the MRT Program within the possession or control of such party and (b) reasonable access to the personnel of such party related to the MRT Program, in each case in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available; provided, however, that no such reimbursements shall be required for general overhead or the salary or cost of benefits or similar expenses pertaining to employees of the providing party. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege, (y) to violate applicable Law or (z) to take any action that would result in the disclosure of any trade secrets (for the avoidance of doubt, without limitation of the Seller’s obligation to provide the Buyer with the Transferred Assets as provided hereunder and the services under the Transition Services Agreement) (provided that, in the case of clauses (i)(x) and (i)(y), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such violation or waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The parties acknowledge that, with respect to e-mails, (i) the Buyer shall solely be entitled to request, based on a specific keyword search, any e-mails of the Business Employees since [**] that are exclusively related to the MRT Program and are Excluded Assets, (ii) any e-mails provided to the Buyer pursuant to this Section 4.2 shall require the assistance of a third-party vendor to review and provide such e-mails and the Buyer shall be responsible to pay any costs and expenses incurred by the Seller related thereto and (iii) Shire shall only be required to retain such e-mails for [**] from their respective delivery dates.

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