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;
Delivery of Certain Documents. The Trust will deliver to the Administrator, promptly following the execution hereof: (a) a complete conformed copy of the registration statement of the Trust under the Securities Act and the Investment Company Act, including all amendments, exhibits and schedules thereto; and (b) the XXXXX access codes (Central Index Key, CIK Confirmation Code, Password and Password Modification Access Code) employed to file such registration statement.
Delivery of Certain Documents. At the Closing, the Seller shall have delivered to Buyer all documents, agreements and instruments contemplated by Section 2.2.
Delivery of Certain Documents. The Administrative Agent shall have received all of the following, each of which shall be in form and substance satisfactory to the Administrative Agent and each Lender and, except for any Notes, in sufficient copies for each Lender:
(1) This Agreement, duly executed by each Borrower, all the Lenders, and the Administrative Agent;
(2) Each Note requested by any Lender, executed by each Borrower and payable to the order of such Lender;
(3) The Master Guaranty, duly executed by the Guarantors and the Administrative Agent;
(4) A Request for Extension of Credit, duly executed by the Administrative Borrower;
(5) The names and true signatures of the officers of each Borrower Party initially authorized to sign each Loan Document to which it is a party, and the resolutions of each Borrower Party’s Board of Directors approving and authorizing the execution, delivery and performance of each Loan Document to which it is a party, in each case certified by the secretary or assistant secretary of such Borrower Party;
(6) The Parent Credit Agreement and each of the other Loan Documents (as defined in the Parent Credit Agreement), duly executed by each of the parties hereto;
(7) Copies of the constituent documents of each Borrower Party certified by its secretary or assistant secretary;
(8) A favorable legal opinion dated the Closing Date addressed to the Administrative Agent and the Lenders from counsel to the Borrower Parties, which may be from in-house counsel;
(9) A certificate signed by the Chief Executive Officer, Vice Chairman, President, Controller, Chief Financial Officer and Treasurer or any Senior Vice President of each Borrower Party, dated the Closing Date, certifying, after due inquiry and solely in such officer’s capacity as an officer of the applicable Borrower Party:
(a) that the representations and warranties herein contained as to the Borrowers and the representations and warranties contained in the Master Guaranty as to the Guarantors are true and correct in all material respects, as if made on and as of the Closing Date;
(b) that no Default or Event of Default has occurred and is continuing or would result from any Extension of Credit being made on the Closing Date;
(c) that all conditions precedent set forth in this Section 5.01 have been satisfied;
(d) that the Borrowers and each Guarantor, on a pro forma basis after giving effect to the extensions of credit hereunder, will be Solvent.
(10) Such other approvals, opinions, documents or materials as t...
Delivery of Certain Documents. The Seller shall deliver to the Purchaser true and correct copies of this Agreement and the Related Agreements, the Escrow Agreement and all exhibits, schedules, annexes and agreements related hereto and thereto, as soon as practicable following the execution and delivery hereof by the parties hereto and thereto.
Delivery of Certain Documents. The Original Borrower shall use its reasonable endeavours to procure the delivery of the final report from the Technical Consultant to the Facility Agent in form and substance satisfactory to it no later than 15 Business Days from the date of this Agreement.
Delivery of Certain Documents. At the Closing, Lessor shall have delivered to Lessee all documents, agreements and instruments contemplated by Section 2.2.
Delivery of Certain Documents. The Lender shall have received each of the following fully executed documents, each of which shall be, except as noted below, originals or portable document format (“pdf”) or facsimiles (in each case, followed promptly by originals), duly executed and delivered by each party thereto:
(i) a Funding Notice, duly executed by the Borrower, as required by and in accordance with Section 2.02 (Notice of Fundings).
(ii) all Deferred Contracts with respect to the relevant System(s), which shall be in form and substance reasonably acceptable to the Lender, taking into consideration the assumptions in the Financial Models delivered by Borrower on the Closing Date or such later date in accordance with the terms of the Credit Agreement;
(iii) (A) all Deferred Approvals provided to the Independent Engineer pursuant to the LTSA with respect to the System(s) for which the Loan is to be applied and (B) a copy of (x) the results of interconnection testing conducted and (y) the related permission to operate documentation, in each case, with respect to the relevant System(s) in accordance with the requirements of the relevant interconnecting utility;
(iv) all Required Consents with respect to the relevant System(s) in form and substance reasonably satisfactory to the Lender;
(v) [Intentionally Omitted];
(vi) such updates to the Security Documents (including Consents that are being assigned to the Lender and that relate to the Systems that are the subject of the applicable Funding), lien search reports, UCC financing statements and other recordings and filings referenced in Section 6.01(m) (Conditions to Closing - Lien Search; Perfection) as are requested by the Lender, including such documents as are reasonably necessary or advisable to ensure the continued perfection of a first-priority security interest in substantially all assets of the Borrower in which a first priority security interest can be perfected by possession or by filings under the UCC;
(vii) Rate Contracts, including in connection with the Effective Date a duly executed ISDA Schedule and related master agreement, evidencing the Borrower’s compliance with its obligations contained in Section 7.01(
Delivery of Certain Documents. Without limiting anything contained in this Section 5.11, the Loan Parties will be deemed to have complied with the delivery requirements of this Section 5.11 on the date, (i) in the case of Section 5.11(f)(ii), and (f)(iii) (or as provided in Section 5.11(a) and (b)), on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System (or any successor system), (ii) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet or (iii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access , in each case, if (x) such date of filing or posting is within the time periods required by this Section and (y) the financial statements, documents or other information contained therein meets the applicable requirements described in this Section.
Delivery of Certain Documents. The Seller has delivered to the Purchaser a true and complete copy of the 1996 Financial Statements and the 1997 Financial Statements, and the most recent drafts of the Debt Offering Memorandum and all Related Agreements.
