DELIVERY OF ORIGINAL NON-SECURITY DOCUMENTATION, ETC Sample Clauses

DELIVERY OF ORIGINAL NON-SECURITY DOCUMENTATION, ETC. The Facility Agent shall have received each of the following in form and substances satisfactory to it: (a) the Fees Letter duly countersigned by the Parent Guarantor, in the agreed form; (b) all items forming the Information Package; (c) a letter in substantially the form set out in Schedule 8 (FORM OF NET ASSETS LETTER) addressed to the Finance Parties from Xxxxxx Xxxxxxxx in respect of Target A; (d) a report on title from Messrs Xxxx and Maw in respect of the Legally Mortgaged Property; (e) a letter from a reputable insurance broker confirming that as from Completion the Group has in place insurance policies that are consistent with those that would be carried by a prudent company carrying on an equivalent business to that carried on by the Group; (f) a certificate from an authorised officer of the Parent Guarantor, in the agreed form, that: (i) the Investors have made the subscriptions for ordinary shares and Preferred Stock in the Parent Guarantor and the Bridge Notes that they are obliged to make under the Bridge Note Agreement in an amount of not less than (pound)50,165,933 (of which (pound)47,177,875 (or the Dollar Equivalent of such amount) plus a further US$1,589,636 have been contributed by the Agreed Investor Group and that such sum has been applied or will, simultaneously with the first drawdown under this Agreement, be applied for the same purpose as the proceeds of the Term Loans; (ii) other than with the consent of the Facility Agent, none of the Parent Guarantor's rights under the Acquisition Documents has been waived or varied (other than where the effect of the same is not material); (iii) the Parent Guarantor is not aware of any breach of warranty under the Acquisition Agreement that would entitle it to rescind the Acquisition Agreement or any of the other Acquisition Documents; (iv) on Completion, the Parent Guarantor will be the direct or indirect beneficial owner of the Target Shares and Target Assets; (v) the Mezzanine Lenders have an unconditional commitment to advance in an amount of US$10,000,000; (vi) there are no Encumbrances (other than Permitted Encumbrances) over all or any part of the assets of the Group including duly completed deeds of release in respect of Encumbrancers listed in the charges register of each Group Company incorporated in England and Wales and any foreign equivalent in respect of any Encumbrances over Group Companies elsewhere; and (vii) the stock and option schedule is complete and accurate; (g) a comple...
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DELIVERY OF ORIGINAL NON-SECURITY DOCUMENTATION, ETC. The Facility Agent shall have received each of the following in form and substances satisfactory to it within 30 days from the date of Completion (unless expressly stated): (a) legal opinions from each of: (i) Xxxxxxxx Chance L.L.P. as to matters of English law; (ii) Xxxxxxxx Chance L.L.P. as to matter of Dutch law; (iii) Xxxxxxxx Chance Punder as to matters of German law; (iv) Xxxxxxxx Xxxxxx Xxxxxxxx as to matters of Irish law; (v) Advokatfirman Xxxxx KB as to matters of Swedish law; (vi) Borel and Xxxxxx as to matters of Swiss law; and (vii) Xxxxxxxx Chance Punder as to matters of Belgian law. (b) a 94A search in favour of the Security Trustee in respect of the Legally Mortgaged Property giving no less than 15 Business Days priority disclosing no adverse entries; (c) form AP1 with the charge/land certificate and all relevant title deeds in respect of such Legally Mortgaged Property with the requisite Land Registry fee; (d) licence to assign (if required) of any leasehold Legally Mortgaged Property and service of any notice to charge on the landlord of any leasehold Legally Mortgaged Property; (e) a deed of priority between CDIL, the partners to this Agreement and Industrial Development Agency (Ireland); (f) powers of attorney in the required form necessary to enable the execution and registration of any Guarantee, Asset Security Document and Share Charge being entered into pursuant to paragraph 3 of this Part B; (g) evidence that the Parent Guarantor has transferred its entire shareholding in CDIL and Holdco UK to Swiss Newco; (h) reports on title from Xxxxx Xxxxx and Xxxxxx in respect of the leasehold properties situate at Xxxx 0X, Xxxx 0X, Xxxx 000X and Xxxx 000X Xxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxx of CDIL.
Sample 1
DELIVERY OF ORIGINAL NON-SECURITY DOCUMENTATION, ETC. The Bank shall have received each of the following in form and substance satisfactory to it: (a) in relation to Aspen, the Management Accounts for the two month period ending on 28 February 2000 and its Accounts for the Financial Year ending 31st December 1999; (b) written details of Newco's working capital arrangements and its proposals for funding the cancer centre at Parkside together with details of Newco's base capital expenditure programme for the period to 31st December 2001 and written details of the Group's businesses and operations for the 2 Financial Years of the Group up to (and including) the Financial Year ending 31 December 2002; (c) a pro forma balance sheet of Newco showing its balance sheet after its acquisition of the Aspen Shares; (d) evidence that an interest rate management strategy has been agreed; (e) evidence that Newco has contributed a minimum of pounds sterling 21,351,000 from its own resources (obtained by way of subordinated debt and/or the proceeds of the subscription for shares in Newco) towards the acquisition of the Aspen Shares; (f) a letter from the Auditors addressed to the Bank, confirming that they are aware of the provisions of Clauses 1 and 15.4.1 of this Agreement; (g) the arrangement fee and initial management fee payable on the date of this Agreement in accordance with Clauses 18.2 and 18.3; (h) a legal opinion from Messrs Akin, Gump, Strauss, Xxxxx & Xxxx in relation to USPI and matters of Delaware and Texas law; (i) evidence of the appointment by USPI of agents for service of process in relation to the USPI Guarantee; (j) evidence of the effective release and discharge of all mortgages, charges and liens affecting Newco's interests in the Properties; (k) appropriate land registry application forms duly completed and accompanied by all necessary Land Registry fees; (l) the results of H.M. Land Registry Searches in favour of the Bank, on the appropriate forms against all of the registered titles comprising Newco's interests in the Properties giving not less than ten Business Days' priority beyond the date of the Guarantee and Debenture and showing no adverse entries; and (m) all necessary P.D. Forms in relation to any stamp duty (including any denoting fees) payable in connection with the transfer of the Properties to Newco duly completed accompanied by that stamp duty
Sample 1
DELIVERY OF ORIGINAL NON-SECURITY DOCUMENTATION, ETC. LND shall have received each of the following in form and substance satisfactory to it: (a) all items forming the Information Package; (b) a certificate from a Director of the Initial Client, addressed to LND, that no further banking facilities are required within the next 3 years other than those facilities as contained within the Discounting Documents; (c) a letter to LND from the insurance broker to the Group confirming that all required insurances are in effect and that no other insurance is necessary; (d) a letter from the Auditors addressed to LND confirming that they are aware of the provisions of Clauses 1, and 12.4 of this Agreement; (e) confirmation from Xxxxxxx Xxxxxx that arrangements for the transfer of pensions obligations and contributions of the Vendor are satisfactory;
Sample 1

Related to DELIVERY OF ORIGINAL NON-SECURITY DOCUMENTATION, ETC

  • Amendments to Note Purchase Agreement Subject to the satisfaction of the conditions precedent set forth herein and in reliance on the representations, warranties and covenants of the Companies set forth herein and in the Note Purchase Agreement, each party hereto hereby agrees that the Note Purchase Agreement be and hereby is, amended as follows:

  • Custodial Agreement; Delivery of Documents The Company has delivered and released to the Custodian those Mortgage Loan Documents as required by Exhibit B to this Agreement with respect to each Mortgage Loan. The Custodian has certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Company shall be responsible for recording the initial assignments of mortgage. The Purchaser will be responsible for the fees and expenses of the Custodian. The Company shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their execution, provided, however, that the Company shall provide the Custodian with a certified true copy of any such document submitted for recordation within ten (10) days of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty days of its submission for recordation. In the event the public recording office is delayed in returning any original document, the Company shall deliver to the Custodian within 180 days of its submission for recordation, a copy of such document and an Officer's Certificate, which shall (i) identify the recorded document; (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company will be required to deliver the document to the Custodian by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld.

  • Delivery of Mortgage Loan Documents The Seller shall deliver and release to the Purchaser or the custodian appointed by the Purchaser the Mortgage Loan Documents no later than four (4) Business Days prior to the related Closing Date or, upon the request of the Purchaser, earlier, if necessary or desirable to facilitate a review. If the Seller cannot deliver the original recorded Mortgage Loan Documents on the related Closing Date, the Seller shall, promptly upon receipt thereof and in any case not later than 120 days from the Closing Date, deliver such original recorded Mortgage Loan Documents to the Purchaser or the appointed custodian (unless the Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 120 days of the related Closing Date solely because such Mortgage Loan Documents shall not have been returned by the appropriate recording office, the Seller shall deliver such Mortgage Loan Documents to Purchaser, or the appointed custodian, within such time period as specified in a Seller’s Officer’s Certificate. In the event that documents have not been received by the date specified in the Seller’s Officer’s Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such date specified in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation. The Seller shall include with each Seller’s Officer’s Certificate a listing of all delayed recorded documents. The procedure shall be repeated until the documents have been received and delivered. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within 180 days of the related Closing Date. If delivery of all Mortgage Loan Documents with respect to any Mortgage Loan is not completed within 360 days of the related Closing Date then, at Purchaser’s option, the Seller shall repurchase such Mortgage Loan in such manner set forth in Section 7.03. Any review by the Purchaser or its designee of the Mortgage Files shall in no way alter or reduce the Seller’s obligations hereunder. If the Purchaser or its designee discovers any defect with respect to any document constituting part of a Mortgage File, the Purchaser shall, or shall cause its designee to, give written specification of such defect to the Seller and the Seller shall cure or repurchase such Mortgage Loan in accordance with Section 7.03. The Seller shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into within one week of their execution and shall also provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within five (5) days of its return from the appropriate public recording office.

  • Delivery of the Funding Agreement and the Guarantee The Trust hereby authorizes the Custodian, on behalf of the Indenture Trustee, to receive the Funding Agreement from Principal Life and the Guarantee from PFG pursuant to the assignment of the Funding Agreement and Guarantee (the “Assignment”), to be entered into on the Original Issue Date, included in the closing instrument dated as of the Original Issue Date (the “Closing Instrument”).

  • Amendments to Security Documents Except to the extent otherwise expressly set forth in the Guarantee and Security Agreement or the other Loan Documents, no Security Document nor any provision thereof may be waived, amended or modified, nor may the Liens granted under the Guarantee and Security Agreement be spread to secure any additional obligations (excluding (x) any increase in the Loans and Letters of Credit hereunder pursuant to a Commitment Increase under Section 2.08(e), (y) any increase in any Other Secured Indebtedness or Shorter Term Secured Indebtedness permitted hereunder and (z) the spreading of such Liens to any Designated Indebtedness or Hedging Agreement Obligations (as defined in the Guarantee and Security Agreement) as provided for in the Guarantee and Security Agreement), except pursuant to an agreement or agreements in writing entered into by the Borrower, and by the Collateral Agent with the consent of the Required Lenders; provided that, (i) except as otherwise expressly permitted by the Loan Documents, without the written consent of each Lender and each Issuing Bank, no such agreement shall release all or substantially all of the Obligors from their respective obligations under the Security Documents and (ii) except as otherwise expressly permitted by the Loan Documents, without the written consent of each Lender and each Issuing Bank, no such agreement shall release all or substantially all of the collateral security or otherwise terminate all or substantially all of the Liens under the Security Documents, alter the relative priorities of the obligations entitled to the Liens created under the Security Documents (except in connection with securing additional obligations equally and ratably with the Loans and other obligations hereunder) with respect to all or substantially all of the collateral security provided thereby, except that no such consent shall be required, and the Administrative Agent is hereby authorized (and so agrees with the Borrower) to direct the Collateral Agent under the Guarantee and Security Agreement to, and in addition to the rights of such parties under the Guarantee and Security Agreement, the Administrative Agent and the Collateral Agent under the Guarantee and Security Agreement may, (1) release any Lien covering property (and to release any such guarantor) that is the subject of either a disposition of property not prohibited hereunder (including, without limitation, any property subject to a participation or repurchase transaction) or a disposition to which the Required Lenders or the required number or percentage of Lenders have consented (and such Lien shall be released automatically (A) to the extent provided in Section 10.03 of the Guarantee and Security Agreement and (B) to the extent permitted hereunder in connection with any property becoming subject to a participation or repurchase transaction), and (2) release from the Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) that is designated as a “Designated Subsidiary” or becomes an Excluded Asset or an Immaterial Subsidiary in accordance with this Agreement or is otherwise no longer required to be a “Subsidiary Guarantor” (including, without limitation, because it ceases to be consolidated on the Borrower’s financial statements), so long as immediately after giving effect to any such release under this clause (2) and any Concurrent Transactions, (A) the Covered Debt Amount does not exceed the Borrowing Base and the Borrower delivers a certificate of a Financial Officer to such effect to the Administrative Agent, (B) either (I) the amount of any excess availability under the Borrowing Base immediately prior to such release is not diminished as a result of such release or (II) the Adjusted Gross Borrowing Base immediately after giving effect to such release is at least 110% of the Covered Debt Amount and (C) no Event of Default has occurred and is continuing.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Amendments to Security Agreement (a) Section 1 of the Security Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order to such Section:

  • Collateral Agency Agreement New Secured Party hereby acknowledges receipt of a copy of the executed Collateral Agency Agreement. New Secured Party hereby becomes (and is hereby designated by GECC) a Secured Party under the Collateral Agency Agreement. New Secured Party agrees to be bound by the terms thereof and hereby authorizes Collateral Agent to act on its behalf under the Collateral Agency Agreement with respect to its Designated Lease Assets set forth on Schedule I attached hereto.

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Authorization of Receipt of Funds by the Trustee Under the Security Documents Subject to the provisions of the Intercreditor Agreement, the Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture.

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