Common use of Delivery of Certain Documents Clause in Contracts

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. The Lender On the Closing Date, Parent shall have received each delivered to Buyer all 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 theretofollowing: (i) a Funding Noticecertificate of an executive officer of Parent, duly executed by dated the BorrowerClosing Date, as required by stating that the conditions precedent set forth in subsections (a) and in accordance with Section 2.02 (Notice of Fundings).b) above have been satisfied; (ii) all Deferred Contracts with respect to a copy of (A) 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 text of the Credit resolutions adopted by the Board of Directors of Parent, Seller and the Companies authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Acquisition and (B) an incumbency certificate executed on behalf of Parent by its corporate secretary certifying the signature and office of each officer executing this Agreement and such other agreements contemplated in this Agreement; (iii) copies of the third party and governmental consents and approvals referred to in subsections (Ac) 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 (Be) 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 utilityabove; (iv) all Required Consents with respect to the relevant System(s) in form and substance reasonably satisfactory to the Lendera duly executed FIRPTA statement for purposes of satisfying Buyer's obligations under Treasury Regulation Section 1.1445 2(b)(2); (v) [Intentionally Omitted]a copy, fully executed by Parent and Seller, of the Transition Services Agreement in substantially the form attached as Exhibit A hereto; (vi) a xxxx of sale, executed by Seller or an applicable Affiliate of Seller, and such updates other instruments of conveyance, transfer, assignment and delivery with respect 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) Related IP as are requested by the Lender, including such documents as are Buyer shall have 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 UCCrequested; (vii) Rate Contractsexcept as prohibited by applicable Law, including the resignation in connection with writing of the Effective Date a duly executed ISDA Schedule directors and officers of the Companies and the Subsidiaries who are employees of Parent or its Affiliates (other than the Acquired Companies) effective as of the Closing Date; and (viii) such other certificates, documents and instruments as Buyer reasonably requests related master agreement, evidencing to the Borrower’s compliance with its obligations contained in Section 7.01(transactions contemplated hereby.

Delivery of Certain Documents. The Lender Each Purchaser 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 unless otherwise agreed by originals), duly executed and delivered by each party thereto:it): (i) a Funding Notice, duly executed the Notes(s) to be purchased by the Borrower, as required by and in accordance with Section 2.02 (Notice of Fundings).such Purchaser; (ii) Certified copies of the resolutions of the Board of Directors of each of the Credit Parties authorizing the execution and delivery of the Transaction Documents to which such Person is a party and, in the case of the Company, authorizing the issuance of the Notes, and of all Deferred Contracts documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to the relevant System(s), Transaction Documents to which shall be in form such Credit Party is a party and substance reasonably acceptable to the Lender, taking into consideration the assumptions Notes (in the Financial Models delivered by Borrower on the Closing Date or such later date in accordance with the terms case of the Credit AgreementCompany); (iii) (A) all Deferred Approvals provided a certificate of the Secretary or an Assistant Secretary of each of the Credit Parties certifying the names and true signatures of the officers of such Credit Party authorized to sign the Independent Engineer pursuant Transaction Documents to which such Person is a party and, in the LTSA with respect to case of the System(s) for which Company, the Loan is Notes, 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 utilitydelivered hereunder; (iv) all Required Consents with respect the Company shall have delivered to such Purchaser an Officer’s Certificate, dated such Closing Day, certifying that the relevant System(sconditions specified in paragraph 3B(1) in form and substance reasonably satisfactory to the Lenderhave been satisfied; (v) [Intentionally Omitted]Certified copies of the Certificate of Incorporation or Articles of Incorporation (or similar constitutive documents), as applicable, and By-laws of each of the Credit Parties; (vi) such updates An opinion of Xxxx Xxxxx LLP, counsel to the Security Documents Credit Parties (including Consents that are being assigned or such other counsel designated by the Credit Parties and acceptable to the Lender and that relate to Purchaser(s)) substantially in the Systems that are form of Exhibit I-1 (in the subject case of the applicable Funding)Series A Notes) or Exhibit I-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs such counsel to deliver such opinion, lien search reports, UCC financing statements agrees that the issuance and other recordings sale of any Notes will constitute a reconfirmation of such direction and filings referenced in Section 6.01(m) (Conditions understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to Closing - Lien Search; Perfection) as are requested by the Lender, including rely on 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 UCCopinion; (vii) Rate ContractsA good standing certificate for each Credit Party from the Secretaries of State of each Credit Party’s state of formation, including good standing certificates for each Credit Party from such other states as such Purchaser may reasonably request, and such other evidence of the status of each Credit Party as such Purchaser may reasonably request, each dated as of a recent date; (viii) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name any of the Credit Parties (under their present name and previous names) as debtor and which are filed in connection the offices of each Credit Party’s state of formation and any other state as reasonably requested by such Purchaser, together with copies of such financing statements; and (ix) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to 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(transactions contemplated hereby as may be reasonably requested by such Purchaser.

Delivery of Certain Documents. The Lender On or prior to the Effective Time, the Company shall have received each delivered to Parent all of the following fully following: (a) the Company's minute books, stock transfer records, corporate seal and other materials related to the Company's corporate administration; (b) duly executed documentsStock Transfer Forms representing all outstanding shares of Common Stock of the Company, each and such other documents as may be reasonably necessary to effect the transfer of which shall beshares of Common Stock to Parent; (c) a copy of the final Audited Financial Statements, except together with a report on such Audited Financial Statements addressed to the Company and executed by Deloitte & Touche LLP, in form and substance substantially the same as noted belowthe draft Audited Financial Statements, originals or portable document format dated August 21, 2000 previously delivered to Parent; (“pdf”d) or facsimiles (in each case, followed promptly by originals), duly an employment agreement executed and delivered by Founder in the form attached as Exhibit C (the "Founder's Employment Agreement"); (e) evidence reasonably satisfactory to Parent that the Company has obtained all third party consents set forth in Sections 5.6 or 5.7 of the Disclosure Schedule. (f) a Registration Rights Agreement in substantially the form set forth as Exhibit D hereto (the "Registration Rights Agreement") executed by each party thereto:holder of Common Stock of the Company and holder of Company Warrants; (g) the resignation in writing of the directors of the Company; (h) evidence reasonably satisfactory to Parent that all shares of Company Preferred Stock have been converted into shares of Common Stock of the Company prior to the Effective Time; (i) a Funding Noticeevidence reasonably satisfactory to Parent that all rights under any shareholder, 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 voting or such later date in accordance with the terms of the Credit Agreementother investors' rights agreement have been terminated; (iiij) lock-up agreements executed by Xxxxxxx Xxxxxxxxx Irrevocable Trust, certain holders of Company Options and Xxxxxxx Xxxxxxxxx; and (Ak) all Deferred Approvals provided Amendment No.1 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 documentationArbor Administrative Services, 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 Inc. Common Stock Purchase Warrant executed 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(Xxxxxxx Xxxx.

Delivery of Certain Documents. The Lender shall have received each of Borrower will furnish (or cause to be furnished) to the Administrative Agent the following fully executed documents, each of which shall be, except as noted within the applicable time period set forth below, originals or portable document format (“pdf”) or facsimiles (in each case, followed promptly by originals), duly executed and delivered by each party thereto: (ia) a Funding Noticereasonably promptly following any request therefor, duly executed by such other information regarding the Borroweroperations, as required by business affairs and in accordance with Section 2.02 (Notice financial condition of Fundings). (ii) all Deferred Contracts with respect to the relevant System(s)Borrower or any of its Subsidiaries, 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 compliance with the terms of this Agreement and the other Credit AgreementDocuments, as any Lender or the Administrative Agent may reasonably request; (iiib) (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 each Facility, promptly upon such documents becoming available, copies of (xi) any notice or other document relating to a material failure by any Obligor or any of its Subsidiaries or any other counterparty to perform any of its covenants or obligations under a Facility Document (in the results case of interconnection testing conducted equipment supply agreements, limited to supply agreements with respect to batteries, panels, trackers and inverters) or a Tax Equity Document, (yii) the related permission any notice or other documents received by any Obligor or any Subsidiary thereof relating to operate documentationany Subscription Manager’s violation or alleged violation of any applicable consumer protection regulation, in each case, except to the extent such violation has been cured, and (iii) any amendments, modifications, waivers, supplements or terminations of a Facility Document (in the case of equipment supply agreements, limited to supply agreements with respect to the relevant System(sbatteries, panels, trackers and inverters) or Tax Equity Document, in accordance with the requirements of the relevant interconnecting utility;each case, affecting such Facility; and (ivc) all Required Consents with respect to each Shadow-Rated Offtaker, on or about each anniversary of the relevant System(sClosing Date (or later Initial Facility Funding Date relating to such Shadow-Rated Offtaker), (i) in form and substance reasonably satisfactory an update to the Lender; (v) [Intentionally Omitted]; (vi) such updates financial statements provided pursuant to Section 7.2(n), but solely to the Security Documents extent that Borrower actually has and is permitted to disclose any such updating information and (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(mii) (Conditions to Closing - Lien Search; Perfection) as are if requested by the LenderRequired Lenders with respect to any such Shadow-Rated Offtaker, including such documents as are reasonably necessary an updated Xxxxx’x RiskCalc 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 BorrowerS&P’s compliance with its obligations contained in Section 7.01(Capital IQ summary report.