Common use of Delivery of Documents to the Agent Clause in Contracts

Delivery of Documents to the Agent. The Agent shall have received on or before the Closing Date the following, each in form and substance satisfactory to the Holders and, unless indicated otherwise, dated the Closing Date: (1) this Agreement, duly executed by each of the Obligors; (2) each applicable Sellers’ Security Document, duly executed by each Obligor; (3) the Intercreditor Agreements and the Seller Note Subordination Agreement, each duly executed by each party thereto ; (4) the Equity Documents, each duly executed by each party thereto; (5) the Assignment of Acquisition Documents, duly executed by PMGI in favor of the Issuer and consented to by each stockholder of Various, Inc.; (A) appropriate financing statements on Form UCC-1, duly executed by each Obligor and duly filed in such office or offices as may be necessary or, in the opinion of the Holders, desirable to perfect the security interests purported to be created by this Agreement; and (B) results of searches for any effective financing statements which name as debtor the Issuer or any other Obligor and which are filed in the offices referred to in the preceding clause (A), together with copies of such financing statements, none of which, except for Permitted Liens or as otherwise agreed in writing by the Holders, shall cover any of the Collateral and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except for Permitted Liens or as otherwise agreed to in writing by the Holders, shall not show any such Liens; (7) a copy of the resolutions of each Obligor, certified as of the Closing Date by an officer thereof, authorizing (A) the issuance and sale of the Securities (to the extent applicable), the granting of security interests and the consummation of other transactions contemplated by the Funding Documents to which such Obligor is or will be a party (to the extent applicable), (B) the execution, delivery and performance by such Obligor of each Sellers’ Secured Note Document to which such Obligor is or will be a party and the execution and delivery of the other documents to be delivered by such Obligor in connection herewith and therewith, and (C) an Authorized Officer to provide all notices under this Agreement and the other Funding Documents; (8) a certificate of an officer of each Obligor, certifying the names and true signatures of the representatives of such Obligor authorized to sign each Sellers’ Secured Note Document to which such Obligor is or will be a party and the other documents to be executed and delivered by such Obligor in connection herewith and therewith, together with evidence of the incumbency of such authorized officers; (9) a certificate of an officer of each Obligor, certifying as to the matters set forth in subsection (c) of this Section 5.01; (10) evidence of the insurance coverage required by Section 7.01(g) and such other insurance coverage with respect to the business and operations of the Obligors as the Holders may reasonably request, in each case, where requested by the Holders, with such endorsements as to the named insureds or loss payees thereunder as the Holders may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Holders may request; (11) for each Obligor organized inside the United States, a copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of such Obligor certified as of a date not more than 90 days prior to the Closing Date by an appropriate official of the state of organization of such Obligor which shall set forth the same complete name of such Obligor as is set forth herein and the organizational number of such Obligor, if an organizational number is issued in such jurisdiction; (12) a certificate of an officer of each Obligor organized in the United States attaching a true and correct copy of the by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of such Obligor, together with all amendments thereto; (13) subject to Section 5.01(t), a certificate of the appropriate official(s) of the state of organization and each state of foreign qualification of each Obligor certifying as to the subsistence in good standing of such Obligor in such states, which certificates shall be dated as of a date not more than 30 days prior to the Closing Date; (14) [Intentionally omitted] (15) subject to Section 5.01(t), for each of Friendfinder Processing, Ltd. or Streamray, Inc. (St. Kitts), a copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of such Obligor certified as of a date not more than 90 days prior to the Closing Date by an appropriate official of the jurisdiction of organization of such Obligor which shall set forth the same complete name of such Obligor as is set forth herein and the organizational number of such Obligor, if an organized number is issued in such jurisdiction; (16) subject to Section 5.01(t), a certificate of an officer of each of Friendfinder Processing, Ltd. or Streamray, Inc. (St. Kitts)attaching a copy of the by-laws, limited liability company agreement, operating agreement, agreement of limited partnership 37 or other organizational document of such Obligor, together with all amendments thereto; (17) one or more opinions of counsel to the Obligors as to such matters as the Holders may reasonably request, including all matters customarily addressed in opinions of counsel for transactions of the kinds contemplated by the Funding Documents, each in form and substance satisfactory to the Holders and their counsel; (18) a completed Perfection Certificate dated the Closing Date and signed by an Authorized Officer of each Obligor, together with all attachments contemplated thereby; (19) an executed certificate of the chief financial officer of the Issuer in the form of Exhibit H, confirming the solvency of the Issuer and its Subsidiaries, on a consolidated basis after giving effect to the transactions contemplated by this Agreement; and (20) such other agreements, instruments, approvals, opinions and other documents, each satisfactory to the Agent in form and substance, as the Agent may reasonably request.

Delivery of Documents to the Agent. The Agent shall have received on or before the Closing Date the following, each in form and substance satisfactory to the Holders Agent and, unless indicated otherwise, dated the Closing Date: (1) this Agreement, duly executed by each of the Obligors; (2) each applicable Sellers’ the Amendment to the Issuer Security Documentand Pledge Agreement, duly executed by the Issuer, in favor of the Agent, together with (A) such original stock certificates or other certificated securities or instruments representing all of the Capital Stock pledged to the Holders pursuant thereto, (B) undated stock powers effectively endorsed in blank, (C) such original promissory notes or other instruments evidencing all Indebtedness pledged to the Holders pursuant thereto and (D) an undated “allonge” or other transfer instrument for each Obligorsuch promissory note or instrument effectively endorsed in blank, in each case to the extent not already delivered to the Agent; (3) the Intercreditor Agreements Amendment to Guarantor Security and the Seller Note Subordination Pledge Agreement, each duly executed by each party Guarantor, in favor of the Holders, together with (A) such original stock certificates or other certificated securities or instruments representing all of the Capital Stock pledged to the Holders pursuant thereto, (B) undated stock powers effectively endorsed in blank, (C) such original promissory notes or other instruments evidencing all Indebtedness pledged to the Holders pursuant thereto and (D) an undated “allonge” or other transfer instrument for each such promissory note or instrument effectively endorsed in blank, in each case to the extent not already delivered to the Agent; (4) the Equity Documents, each duly executed by each party thereto;[Intentionally omitted] (5) the Assignment of Acquisition Documents, duly executed by PMGI in favor of the Issuer and consented to by each stockholder of Various, Inc.;[Intentionally omitted] (A) appropriate financing statements on Form UCC-1, duly executed by each Obligor and duly filed in such office or offices as may be necessary or, in the opinion of the HoldersAgent, desirable to perfect the security interests purported to be created by this Agreement; and (B) results of searches for any effective financing statements which name as debtor the Issuer or any other Obligor and which are filed in the offices referred to in the preceding clause (A), together with copies of such financing statements, none of which, except for Permitted Liens or as otherwise agreed in writing by the HoldersAgent, shall cover any of the Collateral and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except for Permitted Liens or as otherwise agreed to in writing by the HoldersHolder, shall not show any such Liens; (7) a copy of the resolutions of each Obligor, certified as of the Closing Date by an officer thereof, authorizing (A) the issuance and sale of the Securities (to the extent applicable)Securities, the granting of security interests and the consummation of other transactions contemplated by the Funding Documents to which such Obligor is or will be a party (to the extent applicable)party, (B) the execution, delivery and performance by such Obligor of each Sellers’ Secured Note Document to which such Obligor is or will be a party and the execution and delivery of the other documents to be delivered by such Obligor in connection herewith and therewith, and (C) an Authorized Officer to provide all notices under this Agreement and the other Funding Documents; (8) a certificate of an officer of each Obligor, certifying the names and true signatures of the representatives of such Obligor authorized to sign each Sellers’ Secured Note Document to which such Obligor is or will be a party and the other documents to be executed and delivered by such Obligor in connection herewith and therewith, together with evidence of the incumbency of such authorized officers; (9) a certificate of an officer of each Obligor, certifying as to the matters set forth in subsection (c) of this Section 5.01; (10) evidence of the insurance coverage required by Section 7.01(g) and such other insurance coverage with respect to the business and operations of the Obligors as the Holders Agent may reasonably request, in each case, where requested by the HoldersAgent, with such endorsements as to the named insureds or loss payees thereunder as the Holders Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Holders Agent may request; (11) for each Obligor organized inside the United States, a copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of such Obligor certified as of a date not more than 90 days prior to the Closing Date by an appropriate official of the state of organization of such Obligor which shall set forth the same complete name of such Obligor as is set forth herein and the organizational number of such Obligor, if an organizational number is issued in such jurisdiction; (12) a certificate of an officer of each Obligor organized in the United States attaching a true and correct copy of the by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of such Obligor, together with all amendments thereto; (13) subject to Section 5.01(t5.02(d), a certificate of the appropriate official(s) of the state of organization and each state of foreign qualification of each Obligor certifying as to the subsistence in good standing of such Obligor in such states, which certificates shall be dated as of a date not more than 30 days prior to the Closing Date; (14) [Intentionally omitted] (15) subject to Section 5.01(t5.02(d), for each Obligor organized outside of Friendfinder Processing, Ltd. or Streamray, Inc. (St. Kitts)the United States, a copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of such Obligor certified as of a date not more than 90 days prior to the Closing Date by an appropriate official of the jurisdiction of organization of such Obligor which shall set forth the same complete name of such Obligor as is set forth herein and the organizational number of such Obligor, if an organized number is issued in such jurisdiction; (16) subject to Section 5.01(t5.02(d), a certificate of an officer of each of Friendfinder Processing, Ltd. or Streamray, Inc. (St. Kitts)attaching Obligor organized outside the United States attaching a copy of the by-laws, limited liability company agreement, operating agreement, agreement of limited partnership 37 or other organizational document of such Obligor, together with all amendments thereto; (17) one or more opinions of counsel to the Obligors as to such matters as the Holders may reasonably request, including all matters customarily addressed in opinions of counsel for transactions of the kinds contemplated by the Funding Documents, each in form and substance satisfactory to the Holders and their counsel; (18) a completed Perfection Certificate dated the Closing Date duly executed and signed by an Authorized Officer of each Obligor, together with all attachments contemplated thereby; (19) an executed certificate of the chief financial officer of the Issuer in the form of Exhibit H, confirming the solvency of the Issuer and its Subsidiaries, on a consolidated basis after giving effect delivered amendment to the transactions contemplated by this Management Agreement, satisfactory to the Required Holders in form and substance, providing that, among other things, (i) any payments payable thereunder (other than reasonable, ordinary course expense reimbursement) will neither be earned nor paid during the continuance of a Default or Event of Default, (ii) any payments payable thereunder (other than reasonable, ordinary course expense reimbursement and the $500,000 annual management fee payable to Xxxx & Xxxxxx, Inc.) will neither be earned nor paid until, and only for so long as, the Consolidated EBITDA is at least $12,500,000 for the immediately preceding twelve-month period; and (2019) such other agreements, instruments, approvals, opinions and other documents, each satisfactory to the Agent in form and substance, as the Agent may reasonably request.

Delivery of Documents to the Agent. The Agent shall have received on or before the Closing Date the following, each in form and substance satisfactory to the Holders Agent and, unless indicated otherwise, dated the Closing Date: (1) this Agreement, duly executed by each of the Obligors; (2) each applicable Sellers’ the Issuer Pledge and Security DocumentAgreement, duly executed by the Issuer, in favor of the Agent, together with (A) such original stock certificates or other certificated securities or instruments representing all of the Capital Stock pledged to the Holders pursuant thereto, (B) undated stock powers effectively endorsed in blank, (C) such original promissory notes or other instruments evidencing all Indebtedness pledged to the Holders pursuant thereto and (D) an undated “allonge” or other transfer instrument for each Obligorsuch promissory note or instrument effectively endorsed in blank; (3) the Intercreditor Agreements Guarantor Pledge and the Seller Note Subordination Security Agreement, each duly executed by each party Guarantor, in favor of the Holders, together with (A) such original stock certificates or other certificated securities or instruments representing all of the Capital Stock pledged to the Holders pursuant thereto, (B) undated stock powers effectively endorsed in blank, (C) such original promissory notes or other instruments evidencing all Indebtedness pledged to the Holders pursuant thereto and (D) an undated “allonge” or other transfer instrument for each such promissory note or instrument effectively endorsed in blank; (4) the Equity Documents, each duly executed by each party theretoCopyright Security Assignment; (5) the Assignment of Acquisition Documents, duly executed by PMGI in favor of Trademark Security Assignment; (6) the Issuer and consented to by each stockholder of Various, Inc.Third Party Consents; (A) appropriate financing statements on Form UCC-1, duly executed by each Obligor and duly filed in such office or offices as may be necessary or, in the opinion of the HoldersAgent, desirable to perfect the security interests purported to be created by this Agreement; and (B) results of searches for any effective financing statements which name as debtor the Issuer or any other Obligor and which are filed in the offices referred to in the preceding clause (A), together with copies of such financing statements, none of which, except for Permitted Liens or as otherwise agreed in writing by the HoldersAgent, shall cover any of the Collateral and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except for Permitted Liens or as otherwise agreed to in writing by the HoldersHolder, shall not show any such Liens; (7) 8) a copy of the resolutions of each Obligor, certified as of the Closing Date by an officer thereof, authorizing (A) the issuance and sale of the Securities (to the extent applicable)Securities, the granting of security interests and the consummation of other transactions contemplated by the Funding Documents to which such Obligor is or will be a party (to the extent applicable)party, (B) the execution, delivery and performance by such Obligor of each Sellers’ Secured Note Document to which such Obligor is or will be a party and the execution and delivery of the other documents to be delivered by such Obligor in connection herewith and therewith, and (C) an Authorized Officer to provide all notices under this Agreement and the other Funding Documents; (8) 9) a certificate of an officer of each Obligor, certifying the names and true signatures of the representatives of such Obligor authorized to sign each Sellers’ Secured Note Document to which such Obligor is or will be a party and the other documents to be executed and delivered by such Obligor in connection herewith and therewith, together with evidence of the incumbency of such authorized officers; (910) a certificate of an officer of each Obligor, certifying as to the matters set forth in subsection (c) of this Section 5.01; (1011) evidence of the insurance coverage required by Section 7.01(g) and such other insurance coverage with respect to the business and operations of the Obligors as the Holders Agent may reasonably request, in each case, where requested by the HoldersAgent, with such endorsements as to the named insureds or loss payees thereunder as the Holders Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Holders Agent may request; (1112) for each Obligor organized inside the United States, a copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of such Obligor certified as of a date not more than 90 days prior to the Closing Date by an appropriate official of the state of organization of such Obligor which shall set forth the same complete name of such Obligor as is set forth herein and the organizational number of such Obligor, if an organizational number is issued in such jurisdiction; (1213) a certificate of an officer of each Obligor organized in the United States attaching a true and correct copy of the by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of such Obligor, together with all amendments thereto; (1314) subject to Section 5.01(t), a certificate of the appropriate official(s) of the state of organization and each state of foreign qualification of each Obligor certifying as to the subsistence in good standing of such Obligor in such states, which certificates shall be dated as of a date not more than 30 days prior to the Closing Date; (1415) [Intentionally omitted]a certificate of the appropriate official(s) of the state of organization and each state of foreign qualification of such Obligor certifying as to the payment of taxes by such Obligor in such states; (1516) subject to Section 5.01(t), for each Obligor organized outside of Friendfinder Processing, Ltd. or Streamray, Inc. (St. Kitts)the United States, a copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of such Obligor certified as of a date not more than 90 days prior to the Closing Date by an appropriate official of the jurisdiction of organization of such Obligor (or, in the case of Penthouse Clubs International Establishment, certified as true and correct by an officer thereof) which shall set forth the same complete name of such Obligor as is set forth herein and the organizational number of such Obligor, if an organized number is issued in such jurisdiction; (1617) subject to Section 5.01(t), a certificate of an officer of each of Friendfinder Processing, Ltd. or Streamray, Inc. (St. Kitts)attaching Obligor organized outside the United States attaching a copy of the by-laws, limited liability company agreement, operating agreement, agreement of limited partnership 37 or other organizational document of such Obligor, together with all amendments thereto; (1718) one or more opinions of counsel to the Obligors as to such matters as the Holders may reasonably request, including all matters customarily addressed in opinions of counsel for transactions of the kinds contemplated by the Funding Documents, each in form and substance satisfactory to the Holders and their counsel; (1819) a completed Perfection Certificate dated payoff letter and other evidence, satisfactory to the Closing Date Agent, of the termination of the LSA and signed by an Authorized Officer the release of each Obligor, together with all attachments contemplated therebyLiens thereunder other than Liens assigned to the Agent hereunder; (1920) an a duly executed certificate of the chief financial officer of the Issuer in the form of Exhibit H, confirming the solvency of the Issuer and its Subsidiaries, on a consolidated basis after giving effect delivered amendment to the transactions contemplated by this Management Agreement, satisfactory to the Agent in form and substance, providing that bonuses payable thereunder will neither be earned nor paid during the continuance of a Default or Event of Default; and (2021) such other agreements, instruments, approvals, opinions and other documents, each satisfactory to the Agent in form and substance, as the Agent may reasonably request. With respect to items (12), (13), (16) and (17), Agent shall accept copies of such documents delivered by the Obligors in connection with the LSA, together with a certificate of an Authorized Officer of the Issuer stating that such copies are true and complete copies of such documents as of the Closing Date, provided, however, if there have been any changes in such documents, each affected Obligor shall deliver such changed documents certified by an Authorized Officer of Issuer as of the Closing Date.

Delivery of Documents to the Agent. The Agent shall have received on or before the Closing Date the following, each in form and substance satisfactory to the Holders and, unless indicated otherwise, dated the Closing Date: (1) this Agreement, duly executed by each of the Obligors; (2) each applicable Sellers’ Security Document, duly executed by each Obligor; (3) the Intercreditor Agreements and the Seller Note Subordination Agreement, each duly executed by each party thereto ;thereto (4) the Equity Documents, each duly executed by each party thereto; (5) the Assignment of Acquisition Documents, duly executed by PMGI in favor of the Issuer and consented to by each stockholder of Various, Inc.; (6) [reserved] (A) appropriate financing statements on Form UCC-1, duly executed by each Obligor and duly filed in such office or offices as may be necessary or, in the opinion of the Holders, desirable to perfect the security interests purported to be created by this Agreement; and (B) results of searches for any effective financing statements which name as debtor the Issuer or any other Obligor and which are filed in the offices referred to in the preceding clause (A), together with copies of such financing statements, none of which, except for Permitted Liens or as otherwise agreed in writing by the Holders, shall cover any of the Collateral and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except for Permitted Liens or as otherwise agreed to in writing by the Holders, shall not show any such Liens; (7) 8) a copy of the resolutions of each Obligor, certified as of the Closing Date by an officer thereof, authorizing (A) the issuance and sale of the Securities (to the extent applicable), the granting of security interests and the consummation of other transactions contemplated by the Funding Documents to which such Obligor is or will be a party (to the extent applicable), (B) the execution, delivery and performance by such Obligor of each Sellers’ Secured Note Document to which such Obligor is or will be a party and the execution and delivery of the other documents to be delivered by such Obligor in connection herewith and therewith, and (C) an Authorized Officer to provide all notices under this Agreement and the other Funding Documents; (8) 9) a certificate of an officer of each Obligor, certifying the names and true signatures of the representatives of such Obligor authorized to sign each Sellers’ Secured Note Document to which such Obligor is or will be a party and the other documents to be executed and delivered by such Obligor in connection herewith and therewith, together with evidence of the incumbency of such authorized officers; (910) a certificate of an officer of each Obligor, certifying as to the matters set forth in subsection (c) of this Section 5.01; (1011) evidence of the insurance coverage required by Section 7.01(g) and such other insurance coverage with respect to the business and operations of the Obligors as the Holders may reasonably request, in each case, where requested by the Holders, with such endorsements as to the named insureds or loss payees thereunder as the Holders may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Holders may request; (1112) for each Obligor organized inside the United States, a copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of such Obligor certified as of a date not more than 90 days prior to the Closing Date by an appropriate official of the state of organization of such Obligor which shall set forth the same complete name of such Obligor as is set forth herein and the organizational number of such Obligor, if an organizational number is issued in such jurisdiction; (1213) a certificate of an officer of each Obligor organized in the United States attaching a true and correct copy of the by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of such Obligor, together with all amendments thereto; (1314) subject to Section 5.01(t), a certificate of the appropriate official(s) of the state of organization and each state of foreign qualification of each Obligor certifying as to the subsistence in good standing of such Obligor in such states, which certificates shall be dated as of a date not more than 30 days prior to the Closing Date; (1415) [Intentionally omitted] (1516) subject to Section 5.01(t), for each of Friendfinder Processing, Processing Ltd. or Streamray, Inc. (St. Kitts), a copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of such Obligor certified as of a date not more than 90 days prior to the Closing Date by an appropriate official of the jurisdiction of organization of such Obligor which shall set forth the same complete name of such Obligor as is set forth herein and the organizational number of such Obligor, if an organized number is issued in such jurisdiction; (1617) subject to Section 5.01(t), a certificate of an officer of each of Friendfinder Processing, Processing Ltd. or Streamray, Inc. (St. Kitts)attaching Kitts) attaching a copy of the by-laws, limited liability company agreement, operating agreement, agreement of limited partnership 37 or other organizational document of such Obligor, together with all amendments thereto; (1718) one or more opinions of counsel to the Obligors as to such matters as the Holders may reasonably request, including without limitation a 10(b)-5 opinion of each of Bose XxXxxxxx & Xxxxx LLP and Moses & Singer LLP and additional opinions as to all matters customarily addressed in opinions of counsel for transactions of the kinds contemplated by the Funding Documents, each in form and substance satisfactory to the Holders and their counsel; (1819) a completed Perfection Certificate dated the Closing Date and signed by an Authorized Officer of the Issuer and each Senior Obligor, together with all attachments contemplated thereby; (1920) an executed certificate of the chief financial officer of the Issuer in the form of Exhibit HD, confirming the solvency of the Issuer and its Subsidiaries, on a consolidated basis after giving effect to the transactions contemplated by this Agreement; and; (2021) such other agreements, instruments, approvals, opinions and other documents, each satisfactory to the Agent in form and substance, as the Agent may reasonably request; and (22) a final Offering Memorandum.