Documents and Agreements. Borrower shall deliver to Lender the following documents, in form and substance satisfactory to Lender in its sole and absolute discretion:
(i) An executed original of this Agreement.
(ii) An executed original of the Lockbox Agreement.
(iii) An executed original of the Assignment of Deposit Account Agreement.
(iv) Evidence satisfactory to Lender that all equipment loans with have been paid in full and any liens thereon have been released.
(v) Such resolutions or other authorizations as Lender shall require of Borrower and any Person holding an interest in Borrower authorizing the Line of Credit, grant of a security interest in the Collateral, or such other matters as Lender shall require.
(vi) Such additional assignments, agreements, certificates, reports, approvals, instruments, documents, financing statements, consents, and opinions as Lender may request, including, but not limited to, a pre-filing UCC authorization letter.
Documents and Agreements. Borrower shall deliver to Lender the following documents, in form and substance satisfactory to Lender, in its sole and absolute discretion :
(i) An executed original of this Agreement;
(ii) The Note;
(iii) A Borrowing Base Certificate, showing borrowing availability pursuant to the terms hereof;
(iv) Such other documents, instruments and information as Lender shall require.
Documents and Agreements. Borrower shall deliver to Lender the following documents, in form and substance satisfactory to Lender, in its sole and absolute discretion:
(i) An executed original of this Agreement;
(ii) The Note, fully executed;
(iii) The Deed of Trust, fully executed;
(iv) The Assignment of Leases, fully executed;
(v) The Environmental Indemnity , fully executed;
(vi) [Reserved]
(vii) Agreement to Furnish Insurance, fully executed;
(viii) Hazard Insurance Disclosure, fully executed;
(ix) A Corporate Resolution to Borrow for Bxxxxxxx, fully executed;
(x) An Appraisal of the Property, satisfactory in all respects to Lxxxxx, in Lxxxxx’s sole opinion and judgment;
(xi) The Title Policy or evidence of a commitment therefor. The exceptions contained in the Title Policy and all matters concerning the Property and the operation thereof must be approved by Lxxxxx and, among other provisions, shall show no blanket exceptions for anything a survey would show; and
(xii) Such other documents, instruments and information as Lender shall require.
Documents and Agreements. All documents and agreements required to be delivered or caused to be delivered by Parent and/or Merger Sub pursuant to Section 8.2 of this Agreement shall have been executed as required and delivered.
Documents and Agreements. (a) From and after the Lease Effective Date, the Operating Agent shall be responsible for maintaining and updating all warranty information, drawings and documents related to Elm Road Unit 2.
(b) At an Operating Committee meeting prior to the Scheduled Commercial Operation Date, the Operating Committee, in conjunction with the Operating Agent, shall review all executory contracts then in place respecting Xxx Xxxx Xxxx 0 and determine which contracts are reasonably necessary to the Operating Functions. Following the Lease Effective Date, such contracts shall be enforced by the Operating Agent consistent with Sections 2.2(s) and 2.2(t).
Documents and Agreements. Purchaser shall have received each of the documents and agreements contemplated to be provided to Purchaser in Section 1.4(b).
Documents and Agreements. The Sellers’ Representative shall have received each of the documents and agreements contemplated to be provided to the Sellers’ Representative in Section 1.4(c)(iv) and Section 1.4(c)(v).
Documents and Agreements. A complete and correct copy as of the date hereof of the Management Contract have been heretofore furnished to each Lender.
Documents and Agreements. U.S. Bank shall have received the following agreements, documents, certificates, and opinions in form and substance satisfactory to U.S. Bank in its reasonable discretion and duly executed and delivered by the parties thereto:
(i) This Agreement;
(ii) The New Term Loan Note;
(iii) The Security Agreements;
(iv) The Guaranties;
(v) A certificate of the Secretary or an Assistant Secretary of Mackie (or the Guarantors, as applicable) with respect to resolutions of the Board of Directors of Mackie (or the Guarantors) authorizing the execution and delivery of this Agreement, the New Term Loan Note, the Security Agreements, and the Guaranties and identifying the officer or officers authorized to execute, deliver, and take all other actions required under this Agreement, and providing specimen signatures of such officer or officers;
(vi) The articles of incorporation of Mackie and the Guarantors and all amendments and supplements thereto, as filed in the office of the Washington Secretary of State (or, in the case of SIA Software Company, Inc., the New York Secretary of State), certified by said Secretary of State as being a true and correct copy thereof;
(vii) The Bylaws of Mackie and the Guarantors and all amendments and supplements thereto, certified by the Secretary or an Assistant Secretary of Mackie (or the Guarantors, as applicable) as being a true and correct copy thereof;
(viii) A certificate of the Washington Secretary of State as to the legal existence and status of Mackie, Mackie Designs Manufacturing, Inc., and Mackie Investment Co. in such state;
(ix) A certificate of the New York Secretary of State as to the legal existence and status of SIA Software Company, Inc., in such state;
(x) An opinion addressed to U.S. Bank from counsel to Mackie, as to such matters reasonably requested by U.S. Bank; and
(xi) Such other documents, instruments, opinions, and certificates, and completion of such other matters, as U.S. Bank reasonably may deem necessary or appropriate.
Documents and Agreements. The Seller shall have received the following documents and payments:
(a) the Celestial China Asset Purchase Agreement, executed by Cavium China;
(b) the Transition Services Agreement, executed by Cavium China;
(c) the Trademark License Agreement, in the form of EXHIBIT N and the Patent License Agreement in the form of EXHIBIT O, in each case executed by Celestial China;
(d) the Shareholders Agreement, executed by IP Purchaser;
(e) the Escrow Agreement, executed by the Purchasers;
(f) the Indemnification Agreement in the form of EXHIBIT P, executed by the IP Purchaser;
(g) the Assignment and Assumption Agreement in the form of EXHIBIT D, executed by the IP Purchaser;
(h) the Affected Employee Employment Documents, executed by Cavium China or IP Purchaser, as appropriate, in accordance with the thresholds set forth in Section 6.7;
(i) documentary evidence of the payment of the Escrow Amount into the Escrow Account as provided in Section 1.2(a)(ii)(1);
(j) documentary evidence of the Closing payment of the Scheduled Creditor Payments as provided in Section 1.2(a)(ii)(2) and the Excess Transaction Fees Payments as provided in Section 1.2(a)(ii)(3);
(k) the Net Closing Payment as provided in Section 1.2(a)(ii)(5);
(l) Seller shall have received a certified copy of the resolutions of the Board of Directors of IP Purchaser authorizing the transactions contemplated hereby and the execution, delivery and performance of relevant Transactional Agreements to which it is a party therein;
(m) Seller shall have received an opinion of IP Purchaser’s US counsel, dated the Closing Date, in substantially the form of Exhibit V; and
(n) Seller shall have been provided with a certificate dated the Closing Date, executed by each Purchaser by its Chief Executive Officer, President, or Chief Financial Officer to the effect that, as of the Closing Date, the conditions provided for in Sections 7.1 and 7.2 have been satisfied. The certificate shall have the effect of affirming the representations and warranties made by Purchasers on and as of the Closing Date.
