Collateral Deliveries Sample Clauses

Collateral Deliveries. The Company and the Delaware Sub shall have authorized, executed and/or delivered or caused to be delivered each of the following to the Purchasers: (i) UCC Financing Statements (Form UCC-1 or UCC-2, as appropriate) in appropriate form for filing under the UCC and any other applicable Requirements of Law (ii) in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Security Documents; (iii) certified copies of Requests for Information (Form UCC-11), tax lien, judgment lien and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date listing all effective financing statements, lien notices or comparable documents that name the Company or any of its Subsidiaries as debtor and that are filed in (w) the State of Nevada, (y) the State of Delaware, (y) those state and county jurisdictions in which any of the property of the Company or the Delaware Sub is located, and (z) the state and county jurisdictions in which the Company or any of its Subsidiaries’ principal place of business is located, none of which encumber the Collateral covered or intended to be covered by the Security Documents other than those encumbrances which constitute Permitted Liens; and (iv) with respect to each Real Property to the extent requested by the Agent, copies of Leases in which the Company and the Delaware Sub hold any interest. With respect to each Real Property in which the Company and the Delaware Sub holds the tenant’s interest thereunder set forth on Schedule 5.08(iii), the Company or the Delaware Sub, as the case may be, shall use commercially reasonable efforts to obtain a landlord lien waiver, access agreement and, to the extent applicable, consent in such form as the Agent shall reasonably require in order for the landlord to waive its statutory lien.
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Collateral Deliveries. The Borrower shall have authorized, executed and/or delivered or caused to be delivered each of the following to the Collateral Agent:
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Collateral Deliveries. The Administrative Agent shall have received, in each case in form and substance satisfactory to the Administrative Agent and Xxxxx & Xxx Xxxxx PLLC, counsel to the Administrative Agent: (i) a duly executed amendment to Mortgage substantially in the form of Exhibit D-2 hereto with respect to each Mortgaged Property; (ii) a duly executed amendment to Assignment of Leases and Rents substantially in the form of Exhibit D-4 hereto with respect to each Mortgaged Property; (iii) a Title Policy date-down endorsement (or other amendment or re-issuance) and, in the case of addition or substitution of a new property, a title policy for the subject property reasonably acceptable to the Administrative Agent, to the existing Title Policy with respect to each Mortgaged Property; (iv) evidence reasonably satisfactory to the Administrative Agent that all financing statements, mortgages and other filings under Applicable Law necessary to provide the Administrative Agent (for the benefit of the Secured Parties) with a first priority perfected security interest in the Collateral (other than Collateral that cannot be perfected by the filing of a financing statement) and all Mortgaged Properties (subject in each case to Permitted Encumbrances) have been delivered to the Administrative Agent in satisfactory form for filing and all taxes, recording or other fees relating thereto have been paid or delivered to the Title Company(s) issuing the Title Policy date-down endorsements with respect to the Mortgaged Properties; (A) a summary of all existing insurance coverage maintained by a Credit Party, a Subsidiary thereof or Kindred with respect to the Mortgaged Properties and the Collateral, which summary shall include for each insurance policy, the policy number, the type of coverage, the policy limits and deductibles, the insurer (and reinsurers, if applicable) and the expiration date, (B) evidence reasonably acceptable to the Administrative Agent that the insurance policies required by Section 5.5 have been obtained and are in full force and effect and (C) Certificates of Insurance with respect to all existing insurance coverage maintained by the Credit Parties and/or their Subsidiaries which is set forth on the summary delivered pursuant to clause (A) above, which certificates shall comply with the requirements set forth in Section 5.5 hereof; and (vi) an updated and current Valuation for the Mortgaged Properties.
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Collateral Deliveries. All deliveries from the Company required by paragraph 5Q(i) of the Note Agreement as amended hereby and the Intercreditor Agreement.
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Collateral Deliveries. Notwithstanding anything in this Agreement to the contrary, each of the Credit Parties and the Collateral Agent agrees that any requirement hereunder that any Credit Party deliver any Collateral that constitutes Current Asset Collateral to the Collateral Agent, or that requires any Credit Party to vest the Collateral Agent with possession or “control” (as defined in the UCC) of any Collateral that constitutes Current Asset Collateral, in each case, shall be deemed satisfied to the extent that, prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), such Collateral is delivered to the Revolving Collateral Agent, or the Revolving Collateral Agent shall have been vested with such possession or (unless, pursuant to the UCC, “control” may be given concurrently to the Collateral Agent and the Revolving Collateral Agent or as otherwise may be agreed to by the Collateral Agent) control, in each case, subject to the provisions of Section 5.4 of the Intercreditor Agreement.
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Collateral Deliveries. The Borrower shall have authorized, executed and/or delivered or caused to be delivered each of the following to the Collateral Agent: (1) Financing Statements in appropriate form for filing under the UCC and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created in the Collateral (other than Securities Collateral), by the Security Agreement; (2) certified copies of UCC lien search reports, tax lien, judgment lien, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date listing all effective financing statements, lien notices or comparable documents that name the Borrower as debtor and that are filed in those state and county jurisdictions in which any of the property of the Borrower is located, the state and county jurisdictions in which the Borrower's principal place of business is located and the state jurisdiction in which the Borrower is organized, none of which encumber the Collateral covered or intended to be covered by the Security Documents other than those relating to Prior Liens (as defined in the Security Agreement) acceptable to the Collateral Agent); (3) the Perfection Certificate executed by the Borrower; (4) with respect to each Real Property, copies of all Leases relating to locations where Inventory is located in which a Loan Party holds any interest; (5) evidence of the completion of all recordings and filings of, or with respect to, the Security Agreement and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreement, except for any of the fore- going to be provided after the Closing Date pursuant to Sections 4.03 and 5.11 hereof; and (6) evidence acceptable to the Collateral Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.
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Collateral Deliveries. Each Debt Party shall have authorized, executed and/or delivered or caused to be delivered each of the following to AIC: (i) UCC Financing Statements in appropriate form for filing under the UCC and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate to perfect, or maintain the perfection of, the Liens created, or purported to be created, by the Security Documents; (ii) to the extent not previously delivered, all certificates, agreements or instruments representing or evidencing the Securities Collateral (as defined in the Amended and Restated Security Agreement and Amended and Restated Securities Pledge Agreement) accompanied by instruments of transfer and stock powers (or such other powers as are appropriate for the non-stock Equity Interests) endorsed in blank shall have been delivered to AIC. (iii) evidence of the completion of all recordings and filings of, or with respect to, the Amended and Restated Security Agreement, including the execution and/or delivery of such other security and other documents and consents of counterparties to contracts, and the taking of all actions as may be necessary or, in the reasonable opinion of AIC, desirable, to perfect the Liens created, or purported to be created, by the Amended and Restated Security Agreement and the Amended and Restated Securities Pledge Agreement, except for any of the foregoing to be provided after the Closing Date pursuant to Section 5.9.
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Related to Collateral Deliveries

  • Additional Deliveries (i) To each Agent, upon any Agent’s request, and in any event no less frequently than by noon New York time, ten (10) Business Days after the end of each Fiscal Month, or more frequently as any Agent may request after the existence and during the continuance of an Event of Default (together with a copy of any of the following reports requested by any Lender in writing after the Closing Date), each of the following reports, each of which shall be prepared by Borrowers as of the last day of the immediately preceding Fiscal Month or the date 2 days prior to the date of any such request: (A) a Borrowing Base Certificate with respect to each Borrower, accompanied by such supporting detail and documentation as shall be requested by any Agent in its reasonable discretion (in substantially the same form as Exhibits 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iii) and 6.1(d)(iv) (each, a “Borrowing Base Certificate”); (B) with respect to each Borrower, a summary of Inventory by location and type with a supporting perpetual Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by any Agent in its reasonable discretion; and (C) with respect to each Borrower, a monthly trial balance showing Accounts outstanding aged from invoice date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more, accompanied by such supporting detail and documentation as shall be requested by any Agent in its reasonable discretion. (ii) To each Agent, on a monthly basis or at any time after an Event of Default shall have occurred and is continuing, at such more frequent intervals as any Agent may request from time to time (together with a copy of all or any part of such delivery requested by any Lender in writing after the Closing Date), collateral reports with respect to each Borrower, including all additions and reductions (cash and non-cash) with respect to Accounts of each Borrower, in each case accompanied by such supporting detail and documentation as shall be requested by any Agent in its reasonable discretion each of which shall be prepared by the applicable Borrower as of the last day of the immediately preceding week or the date 2 days prior to the date of any request; (iii) To each Agent, at the time of delivery of each of the monthly Financial Statements delivered pursuant to this Section 6.1: (A) a reconciliation of the most recent US Tranche A Borrowing Base, US Tranche A1 Borrowing Base, Canadian Tranche A Borrowing Base, or Canadian Tranche A1 Borrowing Base, as applicable, general ledger and month-end Inventory reports of each Borrower to each Borrower’s general ledger and monthly Financial Statements delivered pursuant to this Section 6.1, in each case accompanied by such supporting detail and documentation as shall be requested by such Agent in its reasonable discretion; (B) a reconciliation of the perpetual inventory by location to each Borrower’s most recent Borrowing Base Certificate, general ledger and monthly Financial Statements delivered pursuant to this Section 6.1, in each case accompanied by such supporting detail and documentation as shall be requested by such Agent in its reasonable discretion; (C) an aging of accounts payable and a reconciliation of that accounts payable aging to each Borrower’s general ledger and monthly Financial Statements delivered pursuant to this Section 6.1, in each case accompanied by such supporting detail and documentation as shall be requested by such Agent in its reasonable discretion; (D) a reconciliation of the outstanding Loans as set forth in the monthly Loan Account statement provided by Applicable Agent to each Borrower’s general ledger and monthly Financial Statements delivered pursuant to this Section 6.1, in each case accompanied by such supporting detail and documentation as shall be requested by any Agent in its reasonable discretion; (iv) To each Agent, at the time of delivery of each of the annual Financial Statements delivered pursuant to Section 6.1, (i) a listing of government contracts of each Borrower subject to the Federal Assignment of Claims Act of 1940 or similar Applicable Law included in the Borrowing Base; and (ii) a list of any applications for the registration of any Patent, Trademark or Copyright filed by any Credit Party with the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual Property Office or any similar office or agency in the prior Fiscal Quarter.

  • SPECIAL DELIVERY INSTRUCTIONS All shipments will be FOB destination (as specified on Ordering Entity Purchase Order).

  • Material Delivery Within 60 days after award date, Purchaser shall provide Forest Service a written schedule showing the desired delivery dates of any material to be supplied by Forest Service. With reasonable notice, schedule may be amended by agreement. Forest Service agrees to make delivery within

  • Personal Delivery When personally delivered to the recipient, notice is effective upon delivery.

  • Physical Delivery All notices must be in writing, except as provided in § 27.2. Any document, including a signed 707 document or notice, from or on behalf of Seller, and delivered to Buyer is effective when physically received by Buyer, any 708 signatory on behalf of Buyer, any named individual of Buyer, any representative of Buyer, or Brokerage Firm of Broker working 709 with Buyer (except for delivery, after Closing, of the notice requesting mediation described in § 23 and except as provided in 710 § 27.2). Any document, including a signed document or notice, from or on behalf of Buyer, and delivered to Seller is effective 711 when physically received by Seller, any signatory on behalf of Seller, any named individual of Seller, any representative of Seller, 712 or Brokerage Firm of Broker working with Seller (except for delivery, after Closing, of the notice requesting mediation described 713 in § 23 and except as provided in § 27.2).

  • Notices Effective From A Notice will be deemed to have been duly given 1 business day after delivery if the Notice is delivered personally, by pre-paid courier or by mail. A Notice that is delivered by facsimile with confirmation of receipt or by email where no delivery failure notification has been received will be deemed to have been duly given 1 business day after the facsimile or email was sent.

  • Notices of Borrowing The Administrative Agent shall have received a Notice of Borrowing in connection with any such request for extension of credit which complies with the requirements hereof.

  • Notices Effectiveness Electronic Communications (a) Each notice, demand, election or request provided for or permitted to be given pursuant to this Agreement (hereinafter in this §19 referred to as “Notice”), but specifically excluding to the maximum extent permitted by law any notices of the institution or commencement of foreclosure proceedings, must be in writing and shall be deemed to have been properly given or served by personal delivery or by sending same by overnight courier or by depositing same in the United States Mail, postpaid and registered or certified, return receipt requested, or as expressly permitted herein, by telecopy, and addressed as follows: If to the Agent or KeyBank: KeyBank National Association 0000 Xxxxxxxx Xxxx, 3rd Floor Brooklyn, Ohio 44144 Attn: Real Estate Capital Services With a copy to: KeyBank National Association 0000 Xxxxxxxxx Xxxx, N.E., Suite 1550 Atlanta, Georgia 30328 Attn: Xx. Xxxxxx Xxxxxxxxxxxx Telecopy No.: (000) 000-0000 and Dentons US LLP 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Attn: Xxxxxxx X. Xxxxxxx, Esq. Telecopy No.: (000) 000-0000 If to the Borrower: Xxxxxx Validus Mission Critical REIT II, Inc. Two Urban Center 0000 Xxxx Xxxxxxx Xxxx., Suite 650 Tampa, Florida 33609 Attn: Xxx X. Xxxxx, Chief Financial Officer Telecopy No.: (000) 000-0000 With a copy to: Xxxxxx, Xxxxxxx and Xxxxxx, LLP 1600 Atlanta Financial Center 0000 Xxxxxxxxx Xxxx, XX Xxxxxxx, Xxxxxxx 00000 Attn: Xxxxxxx X. Xxxxx, Esq. Telecopy No.: (000) 000-0000 to any other Lender which is a party hereto, at the address for such Lender set forth on its signature page hereto, and to any Lender which may hereafter become a party to this Agreement, at such address as may be designated by such Lender. Each Notice shall be effective upon being personally delivered or upon being sent by overnight courier or upon being deposited in the United States Mail as aforesaid, or if transmitted by telecopy, is permitted, upon being sent and confirmation of receipt. The time period in which a response to such Notice must be given or any action taken with respect thereto (if any), however, shall commence to run from the date of receipt if personally delivered or sent by overnight courier, or if so deposited in the United States Mail, the earlier of three (3) Business Days following such deposit or the date of receipt as disclosed on the return receipt. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given shall be deemed to be receipt of the Notice sent. By giving at least fifteen (15) days prior Notice thereof, the Borrower, a Lender or Agent shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America. (b) Loan Documents and notices under the Loan Documents may, with Agent’s approval, be transmitted and/or signed by facsimile and by signatures delivered in “PDF” format by electronic mail. The effectiveness of any such documents and signatures shall, subject to Applicable Law, have the same force and effect as an original copy with manual signatures and shall be binding on the Borrower, the Guarantors, Agent and Lenders. Agent may also require that any such documents and signature delivered by facsimile or “PDF” format by electronic mail be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver any such manually-signed original shall not affect the effectiveness of any facsimile or “PDF” document or signature. (c) Notices and other communications to the Agent, the Lenders and the Issuing Lender hereunder may be delivered or furnished by electronic communication (including e mail and Internet or intranet websites) pursuant to procedures approved by the Agent, provided that the foregoing shall not apply to notices to any Lender or Issuing Lender pursuant to §2 if such Lender or Issuing Lender, as applicable, has notified the Agent that it is incapable of receiving notices under such Section by electronic communication. The Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, e-mail or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

  • Overnight Delivery When delivered by an overnight delivery service, charges prepaid or charged to the sender’s account, notice is effective on delivery, if delivery is confirmed by the delivery service.

  • Notices Effectiveness Electronic Communication (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: (i) if to the Borrower or the Administrative Agent to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 9.01; and (ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire. Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b). (b) Notices and other communications to the Lenders may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. (c) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). (d) Each of the Borrower and the Administrative Agent Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. (e) The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

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