Documents and Other Agreements. The Administrative Agent shall have received on or before the day of the initial Borrowing the following, each dated the same date, in form and substance satisfactory to the Administrative Agent and (except for the Notes) with one copy for each Lender:
(i) The Contract Notes payable to the order of each of the Lenders, respectively;
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the Notes, and of all documents evidencing other necessary corporate action with respect to this Agreement and the Notes;
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Restated Articles of Incorporation and the By-laws of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of this Agreement and the Notes, including, without limitation, the Securities Certificate filed with the PPUC by the Borrower (the "Securities Certificate") and the Order of Registration issued by the PPUC registering the Securities Certificate (the "Order of Registration");
(iv) Copies of the financial statements referred to in Section 4.01(e);
(v) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no event has occurred and is continuing on the date of such certificate that constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both;
(vi) A favorable opinion of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, special counsel for the Borrower, substantially in the form of Exhibit D hereto; and
(vii) A favorable opinion of Xxxx Xxxxx Xxxx & XxXxxx LLP, counsel for the Documentation Agent, substantially in the form of Exhibit E hereto.
Documents and Other Agreements. Borrower shall deliver to Lender the following, each in form and substance satisfactory to the Lender:
(a) Note of Borrower payable to Lender as required by Section 2.01(b);
(b) A true and correct copy of the resolutions of the Boards of Directors of Borrower authorizing the execution, delivery and performance of this Agreement, the Notes, the Warrant (in the case of the Company), the other Loan Documents and the Other Agreements;
(c) Certified copies of all documents evidencing corporate existence, qualification and good standing of each Borrower and each Subsidiary of Borrower in their respective states of incorporation and confirmation of their good standing in all other jurisdictions (U.S. and foreign) in which qualification and good standing are required for the conduct of business or the ownership or leasing of property; and any other necessary corporate action, consents and governmental approvals (if any) with respect to this Agreement, the Notes, Warrants, the other Loan Documents and the Other Agreements;
(d) Certificate representing all of the shares of stock and other securities held by the Company or any other Borrower in any Subsidiary of the Company.
(e) The Warrant executed by Borrower and issued to the Lender;
(f) Copies of Financing Statements under the Code regarding the Collateral, in form and substance recorded electronically in the office of the Secretary of State of Uta h and suitable for recordation in other jurisdictions in which the Lender, upon advice of their counsel, shall desire to file or record such Financing Statements under the Code;
(g) Registration Rights Agreement relating to any shares of Stock issued or issuable to Lender under the Note or upon the exercise of the Warrant;
(h) Consulting Agreement in the form attached hereto as Exhibit C executed by Borrower; and
(i) Tag Along Rights Agreement by and among the principal stockholders of Borrower and Lender in the form attached hereto as Exhibit D
Documents and Other Agreements. The Lender shall have received on or before the day of the initial Advance the following, in form and substance satisfactory to the Lender:
(i) A Note or Notes payable to the order of the Lender requesting same;
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action with respect to this Agreement; and
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Certificate of Incorporation and the By-laws of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals, if any, required for the due execution, delivery and performance of this Agreement.
Documents and Other Agreements. The Administrative Agent shall have received on or before the day of the initial Borrowing the following, each dated the same date, in form and substance satisfactory to the Administrative Agent and (except for the Notes) with one copy for each Lender:
(i) The Notes payable to the order of each of the Lenders, respectively;
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the Notes, and of all documents evidencing other necessary corporate action with respect to this Agreement and the Notes;
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Restated Articles of Incorporation and the By-laws of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of this Agreement and the Notes, including, without limitation, the Application
Documents and Other Agreements. The Agent and each Lender, as applicable, shall have received all of the following, each in form and substance satisfactory to the Agent and each Lender:
Documents and Other Agreements. The Administrative Agent shall have received on or before the day of the initial Borrowing the following, each properly dated and completed, in form and substance satisfactory to the Administrative Agent and (except for the Notes) with one copy for each Lender:
Documents and Other Agreements. Any reference to the Arran Funding Master Framework Agreement, any Document or any other agreement or document shall be construed as a reference to this Arran Funding Master Framework Agreement, such Document or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated, supplemented or replaced.
Documents and Other Agreements. Any reference to the Issuer Master Framework Agreement, any Document or any other agreement or document shall be construed as a reference to this Issuer Master Framework Agreement, such Document or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated, supplemented or replaced.
Documents and Other Agreements. Lenders shall have received all of the following, each in form and substance satisfactory to Required Lenders:
A. Revolving Credit Notes of Borrower payable to Lenders as required by Section 2. l(b);
B. A Certificate of the Secretary of each Borrower, together with true and correct copies of the Certificate of Incorporation and Bylaws of each Borrower, and all amendments thereto, true and correct copies of the resolutions of the Board of Directors of each Borrower authorizing Lenders or ratifying the execution, delivery and performance of this Agreement, the Notes and the Other Agreements and the names of the officer or officers of Borrower authorized to sign this Agreement, the Notes and the Other Agreements together with a sample of the true signature of each such officer;
C. Certified copies of all documents evidencing any other necessary corporate action, consents and governmental approvals (if any) with respect to this Agreement, the Notes and the Other Agreements;
D. The opinion of Xxxx X. Xxxxx, General Counsel of Borrower, addressed to Lenders and Agent in the form of Exhibit D attached hereto and made a part hereof;
E. The Certificate of Incorporation of each Borrower certified by the Secretary of State of each state in which they are incorporated;
Documents and Other Agreements. 9 6.3 Absence of Material Adverse Change.............................10 6.4 Conditions to the Closing.....................................10
