Delivery of Note Documents Sample Clauses

Delivery of Note Documents. The Ventas Entities shall deliver to the Underwriters a true and correct copy of each of the Note Documents, together with all related agreements and all schedules and exhibits thereto.
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Delivery of Note Documents. (a) The Company and the Buyer shall have executed a Note Purchase Agreement in the form set forth in Annex C attached hereto (the “Series B Note Purchase Agreement”) and the Company shall have issued the Series B Notes specified therein to the holders who have executed and delivered a Letter of Transmittal and Series B Note Purchase Agreement on or prior to the Closing Date (the holders of such Notes and any holders who subsequently deliver a Letter of Transmittal and Series B Note Purchase Agreement, the “Series B Holders”), in the amounts specified therein; (b) There shall have been no material breach of any representations, warranties or covenants of the Company under either the Series A note Purchase Agreement or the Series B Note Purchase Agreement, in each case measured as of the Effective Time; (c) The purchasers of Series B Notes and Series A Notes (and their permitted assigns) shall have received (x) opinions of counsel to the Buyer and the guarantors under the Series A Note Purchase Agreement and Series B Note Purchase Agreement (a) substantially in the form set forth in Annex D attached hereto and (b) subject to customary qualifications and assumptions, from a law firm reasonably acceptable to the noteholders (it being agreed that Hunton & Xxxxxxxx is acceptable) in form reasonably acceptable to such noteholders, that the Buyer and the guarantors are not and, solely after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Note Documents, will not be an “investment company” as such term is defined in the Investment Company Act of 1940, as amended, and (y) evidence of authorizing actions of the governing bodies of each Note Party substantially in the form set forth in Annex E attached hereto;; (d) Triarc Deerfield Holdings, LLC and any other holders who have executed and delivered a Letter of Transmittal and Series A Note Purchase Agreement on or prior to the Closing Date (the “Series A Holders”) and the Company and the Buyer shall have entered into a Note Purchase Agreement in the form set forth in Annex F attached hereto (the “Series A Note Purchase Agreement”) and the Company shall have issued the Series A Notes specified therein, in the amounts specified therein; (e) The Company, the Buyer, Triarc Deerfield Holdings LLC (for the purposes of this section, the “Collateral Agent”) and the guarantors specified therein (together with the Company and the Buyer, the “Note Parties”) shal...
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Delivery of Note Documents. Within 10 days after the date hereof, Company will deliver to the Collateral Agent a true and complete copy of each Note Document then in effect. The Company agrees that, promptly upon the execution thereof, Company will deliver to the Collateral Agent a true and complete copy of (i) any and all amendments, modifications or supplements to any Note Document, and (ii) any Note Documents entered into subsequent to the date hereof. Unless and until the Collateral Agent actually receives such copies it shall not be deemed to have knowledge of them.
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Delivery of Note Documents. The Purchaser shall have received on or before the Closing Date all of the following, each duly executed and acknowledged where appropriate and in form and substance satisfactory to the Purchaser: (i) this Agreement, together with all Schedules hereto which shall be true, complete and correct as of the Closing Date, and the Notes; (ii) the Shares and the Warrant Shares issued to the Purchaser and the Registration Rights Agreement; (iii) the Nominee Agreement Assignments; (iv) the Intercreditor Agreement and the amendment to the Existing Credit Agreement described in SECTION 5.01(T)(I); (v) evidence of receipt of all required consents by the stockholders of the Issuer to this Agreement and the transactions contemplated hereby; (vi) evidence that the Security Documents have been amended to provide that the Collateral secures the Obligations and the "Obligations" under the Existing Credit Agreement with the relative priorities established by the Intercreditor Agreement; (vii) the Segregated Account Agreement; (viii) the Contribution Agreement; (ix) such consents, if any, as are necessary from debt, equity or warrant holders of the Parent, Issuer, or any Subsidiary to not cause (i) the issuance of the Notes or the Shares to trigger any anti-dilution or preemptive rights or (ii) to violate any provision of such instruments that would otherwise prohibit such issuance; and (x) the Post Closing Undertaking.
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Delivery of Note Documents. The Purchasers shall have received on or before the Closing Date all of the following, each duly executed and acknowledged where appropriate and in form and substance satisfactory to the Purchasers: EXECUTION COPY (i) this Agreement and the Subordinated Notes, together with all Schedules hereto which shall be true, complete and correct as of the Closing Date; (ii) the Warrants issued to the Purchasers, the Warrant Agreement and the Registration Rights Agreement; (iii) a flow of funds memorandum, including a "Statement of Sources and Uses of the Proceeds of the Subordinated Notes"; (iv) the Intercreditor Agreement; and (v) evidence of insurance as described in SECTION 6.04.
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Delivery of Note Documents. Clean Energy shall have received, in form and substance satisfactory to Clean Energy, such documents, and completion of such other matters, as Clean Energy may reasonably deem necessary or appropriate, including, without limitation: (a) originals of this Agreement, the Note, and the Warrant, each duly executed by the Company; (b) a good standing certificate of the Company certified by the Secretary of State (or equivalent agency) of the Company’s jurisdiction of organization or formation, as of a date no earlier than thirty (30) days prior to the date of this Agreement; and (c) a copy certified by an officer of the Company attaching resolutions approving the transactions contemplated by this Agreement, each in form and substance satisfactory to Clean Energy, certifying that such resolutions (i) were duly and validly adopted by the Company’s governing body at a duly held meeting of such body (or pursuant to a unanimous written consent or other authorized limited liability company action), and (ii) are in full force and effect as of the date hereof and have not been in any way modified, repealed, rescinded, amended or revoked.
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Delivery of Note Documents. The Purchasers shall have received on -------------------------- or before the Closing Date all of the following, each duly executed and acknowledged where appropriate and in form and substance satisfactory to the Purchasers: (i) this Agreement and the Notes, together with all Schedules hereto which shall be true, complete and correct as of the Closing Date; (ii) the Warrants issued to the Purchasers, the Warrant Agreement and the Registration Rights Agreement; (iii) a flow of funds memorandum, including a "Statement of Sources and Uses of the Proceeds of the Notes"; (iv) the IBM Intercreditor Agreement; (v) the SMS Intercreditor Agreement; (vi) the Acquisition Agreement Assignment; (vii) the Contribution Agreement;
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Delivery of Note Documents. The Purchasers shall have -------------------------- received on or before the Closing Date all of the following, each duly executed and acknowledged where appropriate and in form and substance satisfactory to the Purchasers: (i) this Agreement, together with all Schedules hereto which shall be true, complete and correct as of the Closing Date, and the Notes; (ii) the Shares issued to the Purchasers, the original share certificate for the Series L Preferred Stock, the Registration and Antidilution Rights Agreement, the Controlling Shareholder Agreement and the Management Rights Agreement; (iii) a flow of funds memorandum, including a "Statement of Sources and Uses of the Proceeds of the Notes"; (iv) The Second Amended and Restated Credit and Security Agreement; (v) evidence of receipt of any and all required consents to the Note Documents and the transactions contemplated thereby; (vi) such consents, if any, as are necessary from debt, equity, option or warrant holders of the Issuer, such that neither the issuance of the Notes nor the Shares will trigger any antidilution or preemptive rights or is otherwise prohibited by such instruments; (vii) the Intercreditor Agreement; and EXECUTION VERSION (viii) the Contribution Agreement.
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Related to Delivery of Note Documents

  • Delivery of Notes The Administrative Agent shall have received, for the account of each Lender that has requested a Note, such Lender’s Notes duly executed and delivered by an Authorized Officer of the Borrower.

  • Delivery of Note The Lender shall have received a Note duly executed and delivered by an Authorized Officer of the Borrower.

  • Delivery of Loan Documents Borrower shall have delivered the following documents (and, as applicable, duly executed and dated the Closing Date or an earlier date satisfactory to Agent):

  • DELIVERY OF CORPORATE DOCUMENTS Each of the parties to this Agreement represents that its execution does not violate any of the provisions of its respective charter, articles of incorporation, articles of association or bylaws and all required corporate action to authorize the execution and delivery of this Agreement has been taken. Each Fund has furnished the Custodian with copies, properly certified or authenticated, with all amendments or supplements thereto, of the following documents: (a) Certificate of Incorporation (or equivalent document) of the Fund as in effect on the date hereof; (b) By-Laws of the Fund as in effect on the date hereof; (c) Resolutions of the Board of Directors of the Fund appointing the Custodian and approving the form of this Agreement; and (d) The Fund's current prospectus and statements of additional information. Each Fund shall promptly furnish the Custodian with copies of any updates, amendments or supplements to the foregoing documents. In addition, each Fund has delivered or will promptly deliver to the Custodian, copies of the Resolution(s) of its Board of Directors or Trustees and all amendments or supplements thereto, properly certified or authenticated, designating certain officers or employees of each such Fund who will have continuing authority to certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of each Fund, and (b) the names, titles and signatures of those persons authorized to countersign or confirm Special Instructions on behalf of each Fund (in both cases collectively, the "Authorized Persons" and individually, an "Authorized Person"). Such Resolutions and certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Custodian of a similar Resolution or certificate to the contrary. Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such persons shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will be under no obligation to inquire into the right of the person giving such Instructions or Special Instructions to do so. Notwithstanding any of the foregoing, no Instructions or Special Instructions received by the Custodian from a Fund will be deemed to authorize or permit any director, trustee, officer, employee, or agent of such Fund to withdraw any of the Assets of such Fund upon the mere receipt of such authorization, Special Instructions or Instructions from such director, trustee, officer, employee or agent.

  • Delivery of Agreements On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction Documents.

  • Delivery of Agreement The Agency covenants to use reasonable efforts to deliver to each Taxing Entity a copy of this Agreement within fifteen (15) days after its execution.

  • Delivery of Fund Documents The Trust has furnished the Adviser with copies, properly certified or authenticated, of each of the following:

  • Delivery of Instruments Xxxxxx Xxx shall furnish to each Holder, upon request, copies of this Trust Agreement, without attachments, applicable to the Certificate(s) held by such Holder.

  • Delivery of Instruments, etc Upon request by the Lender, the Borrower will promptly deliver to the Lender in pledge all instruments, documents and chattel papers constituting Collateral, duly endorsed or assigned by the Borrower.

  • Execution and Delivery of Note Guarantee To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. If an Officer whose signature is on this Indenture or on the notation of Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a notation of Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. In the event that the Issuers or any of Targa Resources Partners’ Restricted Subsidiaries creates or acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.18 hereof, the Issuers will cause such Domestic Subsidiary to comply with the provisions of Section 4.18 hereof and this Article 10, to the extent applicable.

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