Common use of Deliveries to Lender Clause in Contracts

Deliveries to Lender. Lender shall have received on or before the date hereof the following, each in form and substance satisfactory to Lender and its counsel: (A) this Agreement and the Note, each duly executed and delivered by Borrower; (B) evidence of such insurance coverage with respect to the business, and operations of Borrower and the Collateral as Lender may reasonably request, with such insurance naming Lender as Lender Loss Payee and providing that such insurance shall not be terminated or cancelled without at least 30 days prior written notice to Lender; (C) the following authorizing documents from Borrower: (i) a copy of the resolutions adopted by its board of directors (and if required its shareholders or other constituent governing body) certified by Borrower's authorized officer as of the date hereof, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents); (ii) an incumbency certificate with such officers' signatures; (iii) a copy of Borrower's organization documents and all amendments thereto certified by the secretary of Borrower as of the date hereof; (iv) a copy of Borrower's bylaws or similar governance document, as amended, certified by the secretary of Borrower as of the date hereof; and (v) a good standing certificate from the Secretary of State of Borrower's state of organization and each state in which Borrower is doing business, where failure to qualify as a foreign corporation in good standing would have a material adverse affect on its business and prospects; (D) copies of all current licenses, certifications and financial information as Lender shall reasonably require; (E) a favorable written opinion of counsel to Borrower, dated the date hereof, as to such matters as Lender may reasonably request and such other approvals, opinions or documents as Lender may reasonably request; (F) all UCC-1 financing statements required by Lender to perfect Lender's security interest in the Collateral and a mortgage (or mortgages) granting to Lender a first lien security interest in the real property (if any) of each Borrower; (G) receipt by Lender of UCC-1 financing statement, judgment and state and federal tax lien searches against Borrower in each jurisdiction where Borrower or any of Borrower's assets are located which evidence that there are no liens or judgments against Borrower except Permitted Liens; (H) a consent agreement from Europlex Research Limited in favor of Lender whereby [Europlex Research Limited] agrees to allow Lender (if Lender so elects) to exercise the rights of Borrower under the License Agreement dated February 28, 1997 between Borrower and Research Limited after the occurrence of an Event of Default. (I) a consent agreement from Xxxx South Wireless in favor of Lender whereby Xxxx South Wireless Inc. agrees to allow Lender (if Lender so elects) to exercise the rights of Borrower under the License Agreement dated November 24, 1995 between Borrower and Xxxx South Wireless Inc. after the occurrence of an Event of Default.

Deliveries to Lender. Lender shall have received on or before the date hereof the following, each in form and substance satisfactory to Lender and its counselLender: (A) this Agreement and the Note, each duly executed and delivered by Borrower; (B) The Mortgage covering each of the Facilities, duly executed and acknowledged by Borrower; (C) The Security Agreement, duly executed and delivered by Borrower; (D) appropriate financing statements on Form UCC-1, duly executed by Borrower in proper form for filing in such offices as may be necessary or, in the opinion of Lender, desirable to perfect the security interests in the Collateral purported to be created by the Mortgage, the Security Agreement and this Agreement; (E) a marked-up commitment to issue a Title Insurance Policy satisfactory to Lender with respect to each Facility; (F) copies of all environmental reports prepared for each of the Facilities; (G) if required by Lender, searches of appropriate state and local records listing all effective financing statements which name as Borrower, Borrower or any predecessor of Borrower (or the owner of the assets of Borrower or any predecessor of Borrower) which are filed in governmental offices, together with copies of such financing statements, none of which shall cover any of the Collateral; (H) evidence of such insurance coverage with respect to the business, respective business and operations of Borrower and the Collateral as Lender may reasonably request, with such insurance naming Lender as Lender Loss Payee and providing that such insurance shall not be terminated or cancelled without at least 30 days prior written notice to Lender; (CI) the The following authorizing documents from Borrower: : (ia) a copy of the resolutions adopted by its board of directors governing body (and if required its shareholders or other constituent governing bodymembers) certified by Borrower's authorized officer as of the date hereof, authorizing the execution, delivery and performance of this Agreement Agreement, the Note and the other Loan Documents); (iib) an incumbency certificate with such officers' signatures; (iiic) a copy of Borrower's organization organizational documents and all amendments thereto certified by the secretary Secretary of Borrower as of the date hereof; (ivd) a copy of the Borrower's bylaws or similar governance document, as amended, certified by the secretary Secretary of Borrower as of the date hereof; and (ve) a good standing certificate from the Secretary of State of Borrower's the state of organization and each state in which Borrower is doing business, where failure to qualify as a foreign corporation in good standing would have a material adverse affect on its business and prospectsof Borrower; (DJ) copies of all current licenses, certifications and financial information as Lender shall reasonably require; (EK) a letter of direction from Borrower addressed to Lender with respect to the disbursement of the proceeds of the funding; (L) the favorable written opinion of counsel to Borrower, dated the date hereof, in form and substance satisfactory to Lender and as to such matters as Lender may reasonably request and request; and (M) such other approvals, opinions or documents as any Lender may reasonably request; (F) all UCC-1 financing statements required by Lender to perfect Lender's security interest in the Collateral and a mortgage (or mortgages) granting to Lender a first lien security interest in the real property (if any) of each Borrower; (G) receipt by Lender of UCC-1 financing statement, judgment and state and federal tax lien searches against Borrower in each jurisdiction where Borrower or any of Borrower's assets are located which evidence that there are no liens or judgments against Borrower except Permitted Liens; (H) a consent agreement from Europlex Research Limited in favor of Lender whereby [Europlex Research Limited] agrees to allow Lender (if Lender so elects) to exercise the rights of Borrower under the License Agreement dated February 28, 1997 between Borrower and Research Limited after the occurrence of an Event of Default. (I) a consent agreement from Xxxx South Wireless in favor of Lender whereby Xxxx South Wireless Inc. agrees to allow Lender (if Lender so elects) to exercise the rights of Borrower under the License Agreement dated November 24, 1995 between Borrower and Xxxx South Wireless Inc. after the occurrence of an Event of Default.

Deliveries to Lender. Lender shall have received on or before obtained all --------------------- of the date hereof the followingfollowing items, each in form all inform and substance satisfactory to Lender and its counselin all respects: (Aa) this Agreement and the Note, each duly executed and delivered by Borroweracknowledged original of the Assignment of Governing Documents (b) a complete set of Governing Documents in form and content satisfactory to Lender, which Governing Documents (as applicable) shall have been filed with the Division of Florida Land Sales, Condominiums and Mobile Homes (the "Division") and with every other Governmental Authority with whom the Condominium Documents are required to be filed. (c) as to the Condominium Units, an endorsement to the Title Policy insuring the valid creation of the Condominium under the Condominium Documents and the Condominium Statute and a commitment from a title insurance company satisfactory to the Lender to issue both owner's and mortgagee's title insurance policies with condominium endorsements to purchasers of Condominium Units under such Contracts of Sale; (Bd) evidence satisfactory to Lender of the existence of the Required Contracts of Sale, but Lender shall have no duty to Borrower or otherwise to conduct any independent investigation concerning such evidence of such insurance coverage with respect to Required Contracts of Sale. (e) written confirmation from the business, and operations of Borrower and the Collateral as Lender may reasonably request, with such insurance naming Lender as Lender Loss Payee and providing Escrow Agent that such insurance it shall not be terminated or cancelled release any Contract Deposits as the Condominium Units only without at least 30 days the Lender's prior written notice consent until the respective closings of the sale of the Units unless unequivocally required to Lenderdo so pursuant to a Contract of Sale or by judicial order; (Cf) an Appraisal which is satisfactory to Lender in all respects confirming an "as is" value of the following authorizing documents Project of $90,700,000.00 and a Loan-to-Value Ratio of the Project which is not greater than eighty percent (80%) based upon the Discounted Value of the Units; (g) an opinion from Borrower: counsel for Borrower stating (i) that the Condominium Documents comply with and are sufficient to create a copy of Condominium if filed in accordance with the resolutions adopted by its board of directors (Condominium Statute, and if required its shareholders or other constituent governing body) certified by Borrower's authorized officer as of the date hereof, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents); (ii) an incumbency certificate stating that the Condominium complies with such officers' signaturesall local zoning and subdivision requirements; (iii) a copy of Borrower's organization documents and all amendments thereto certified by the secretary of Borrower as of the date hereof; (iv) a copy of Borrower's bylaws or similar governance document, as amended, certified by the secretary of Borrower as of the date hereof; and (v) a good standing certificate from the Secretary of State of Borrower's state of organization and each state in which Borrower is doing business, where failure to qualify as a foreign corporation in good standing would have a material adverse affect on its business and prospects;and (Dh) copies an executed counterpart of all current licensesContracts of Sale, certifications in form and financial information as Lender shall substance reasonably require; (E) a favorable written opinion of counsel satisfactory to Borrower, dated the date hereof, as to such matters as Lender may reasonably request and such other approvals, opinions or documents as Lender may reasonably request; (F) all UCC-1 financing statements required by Lender to perfect Lender's security interest in the Collateral and a mortgage (or mortgages) granting to Lender a first lien security interest in the real property (if any) of each Borrower; (G) receipt by Lender of UCC-1 financing statement, judgment and state and federal tax lien searches against Borrower in each jurisdiction where Borrower or any of Borrower's assets are located which evidence that there are no liens or judgments against Borrower except Permitted Liens; (H) a consent agreement from Europlex Research Limited in favor of Lender whereby [Europlex Research Limited] agrees to allow Lender (if Lender so elects) to exercise the rights of Borrower under the License Agreement dated February 28, 1997 between Borrower and Research Limited after the occurrence of an Event of Default. (I) a consent agreement from Xxxx South Wireless in favor of Lender whereby Xxxx South Wireless Inc. agrees to allow Lender (if Lender so elects) to exercise the rights of Borrower under the License Agreement dated November 24, 1995 between Borrower and Xxxx South Wireless Inc. after the occurrence of an Event of Default.

Deliveries to Lender. Lender shall have received on or before the date hereof the following, each in form and substance satisfactory to Lender and its counselLender: (A) this Agreement and the Note, each duly executed and delivered by Borrower; (B) the Security Agreement, duly executed and delivered by Borrower; (C) appropriate financing statements on Form UCC-1, duly executed by Borrower in proper form for filing in such offices as may be necessary or, in the opinion of Lender, desirable to perfect the security interests in the Collateral purported to be created by the Security Agreement and this Agreement; (D) if required by Lender, searches of appropriate state and local records listing all effective financing statements which name as Borrower, Borrower or any predecessor of Borrower (or the owner of the assets of Borrower or any predecessor of Borrower) which are filed in the governmental offices, together with copies of such financing statements, none of which shall cover any of the Collateral; (E) evidence of such insurance coverage with respect to the business, respective business and operations of Borrower and the Collateral as Lender may reasonably request, with such insurance naming Lender as Lender Loss Payee and providing that such insurance shall not be terminated or cancelled without at least 30 days prior written notice to Lender; (CF) the following authorizing documents from Borrower: : (ia) a copy of the resolutions adopted by its board of directors governing body (and if required its shareholders or other constituent governing bodymembers) certified by Borrower's authorized officer as of the date hereof, authorizing the execution, delivery and performance of this Agreement Agreement, the Note and the other Loan Documents); (iib) an incumbency certificate with such officers' signatures; (iiic) a copy of Borrower's organization organizational documents and all amendments thereto certified by the secretary Secretary of Borrower as of the date hereof; (ivd) a copy of the Borrower's bylaws or similar governance document, as amended, certified by the secretary Secretary of Borrower as of the date hereof; and (ve) a good standing certificate from the Secretary of State of Borrower's the state of organization and each state in which Borrower is doing business, where failure to qualify as a foreign corporation in good standing would have a material adverse affect on its business and prospectsof Borrower; (DG) copies of all current licenses, certifications and financial information as the Lender shall reasonably require; (EH) a letter of direction from Borrower addressed to Lender with respect to the disbursement of the proceeds of the funding; (I) favorable written opinion of counsel to Borrower, dated the date hereof, in form and substance satisfactory to Lender and as to such matters as Lender may reasonably request and request; and (J) such other approvals, opinions or documents as any Lender may reasonably request; (F) all UCC-1 financing statements required by Lender to perfect Lender's security interest in the Collateral and a mortgage (or mortgages) granting to Lender a first lien security interest in the real property (if any) of each Borrower; (G) receipt by Lender of UCC-1 financing statement, judgment and state and federal tax lien searches against Borrower in each jurisdiction where Borrower or any of Borrower's assets are located which evidence that there are no liens or judgments against Borrower except Permitted Liens; (H) a consent agreement from Europlex Research Limited in favor of Lender whereby [Europlex Research Limited] agrees to allow Lender (if Lender so elects) to exercise the rights of Borrower under the License Agreement dated February 28, 1997 between Borrower and Research Limited after the occurrence of an Event of Default. (I) a consent agreement from Xxxx South Wireless in favor of Lender whereby Xxxx South Wireless Inc. agrees to allow Lender (if Lender so elects) to exercise the rights of Borrower under the License Agreement dated November 24, 1995 between Borrower and Xxxx South Wireless Inc. after the occurrence of an Event of Default.