Common use of Documents and Other Agreements Clause in Contracts

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. Borrower The Investor shall deliver to Lender have received all of the following, each in form and substance satisfactory to the LenderInvestor: (a) Note of Borrower payable to Lender as required by Section 2.01(b)The Debenture; (b) The Warrants (the "Warrants"); (c) Registration Rights Agreement between the Company and the Investor (the "Registration Rights Agreement"); (d) A Certificate of the Secretary of the Company, together with true and correct copy copies of the Certificate of Incorporation and By-Laws of the Company, and all amendments thereto, true and correct copies of the resolutions of the Boards Board of Directors of Borrower the Company authorizing or ratifying the execution, delivery and performance of this Agreement, the NotesDebenture, the Warrant (in Warrants and the case Registration Rights Agreement, and the names of the Company)officer or officers of the Company authorized to sign this Agreement, the other Loan Documents Debenture, the Warrants and the Other AgreementsRegistration Rights Agreement, together with a sample of the true signature of each such officer; (ce) 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, WarrantsDebenture, the other Loan Documents Warrants 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 LenderRegistration Rights Agreement; (f) Copies The favorable opinion of Financing Statements under Xxxxxxxxx Xxxxxxx & XxXxxxxxxx, special counsel for the Code regarding Company, addressed to the CollateralInvestor with respect to such matters as may be reasonably requested by the Investor; (g) The favorable opinion of Xxxxxx X. Xxxxxxxx, in form and substance recorded electronically in general counsel for the office Company, addressed to the Investor with respect to such matters as may be reasonably requested by the Investor; (h) The Certificate of Incorporation of the Company certified by 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 CodeDelaware; (gi) Registration Rights Agreement relating to any shares Good Standing Certificates for the Company from the Secretaries of Stock issued or issuable to Lender under the Note or upon the exercise State of the WarrantDelaware, Alabama, Pennsylvania, Utah, Virginia and West Virginia; (hj) Consulting Agreement UCC lien search reports of filings against the Company for such jurisdictions as the Investor deems appropriate; (k) UCC Financing Statements filed against the Company in respect to such jurisdictions as the form attached hereto as Exhibit C executed by BorrowerInvestor deems appropriate; and (il) Tag Along Rights Agreement Landlord's Waiver and Consent by and among the principal stockholders Earthco; (m) Certificate of Borrower and Lender in the form attached hereto as Exhibit Dinsurance, together with a properly executed Lender's Loss Payable Clause.

Documents and Other Agreements. Borrower The Administrative Agent shall deliver to Lender have received on or before the Closing Date the following, each dated the Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the Notes) with one copy for each Lender: (ai) Note of Borrower The Notes payable to Lender as required by Section 2.01(b)the order of each of the Lenders, respectively; (bii) A true and correct copy Certified copies of the resolutions of the Boards Board of Directors of the Borrower authorizing 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; (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, Agreement and the Notes, including, without limitation, the Warrant Securities Certificate filed with the PPUC by the Borrower (in the case "Securities Certificate") and the Order of Registration issued by the PPUC registering the Securities Certificate (the "Order of Registration") and (D) that attached thereto is a subsistence certificate from the Secretary of the Company), the other Loan Documents and the Other AgreementsCommonwealth of Pennsylvania dated as of a recent date; (civ) Certified copies Copies of all documents evidencing corporate existence, qualification and good standing of each Borrower and each Subsidiary of Borrower the financial statements referred to 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 AgreementsSection 4.01(e); (dv) Certificate representing all A favorable opinion of Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, special counsel for 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 CollateralBorrower, 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 substantially in the form attached hereto as of Exhibit C executed by BorrowerD hereto; and (ivi) Tag Along Rights Agreement by and among A favorable opinion of Xxxx Xxxxx Xxxx & XxXxxx LLP, counsel for the principal stockholders of Borrower and Lender Documentation Agent, substantially in the form attached hereto as of Exhibit DE hereto.

Documents and Other Agreements. Borrower The Agent shall deliver to Lender 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 Agent and (except for the Notes) with one copy for each Lender: (ai) Note of Borrower The Notes payable to Lender as required by Section 2.01(b)the order of each of the Lenders, respectively; (bii) A true and correct copy of the Support Agreement, together with (1) a schedule of all "Obligations" thereunder and (2) a letter from the Parent to the Agent and the Lenders confirming that the obligations of the Borrower hereunder and under the Notes constitute "Obligations" under the Support Agreement and that the Lenders constitute "Lenders" under the Support Agreement; (iii) Certified copies of the resolutions of the Boards Board of Directors of the Borrower authorizing the execution, delivery and performance of approving this Agreement, the Notes, the Warrant (in the case of the Company), the other Loan Documents Notes and the Other Agreements; (c) Certified copies Support Agreement and 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) action with respect to this Agreement, the Notes, Warrants, the other Loan Documents Notes and the Other AgreementsSupport Agreement; (div) Certificate representing all A certificate of the shares Secretary or an Assistant Secretary of stock the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes and the Support Agreement and the other securities held documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Articles of Incorporation and the By-laws of the Borrower, in each case as in effect on such date; (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 by the Company or any other Borrower in any Subsidiary of this Agreement, the Company. (e) The Warrant executed by Borrower Notes and issued to the LenderSupport Agreement; (fv) Copies Certified copies of Financing Statements under the Code regarding minutes of the Collateral, in form and substance recorded electronically in Board of Directors of the office Parent approving the Support Agreement; (vi) A certificate of the Secretary or an Assistant Secretary of State the Parent certifying (A) the names and true signatures of Uta h the officers of the Parent authorized to sign the Support Agreement and suitable the other documents to be delivered by the Parent hereunder; (B) that attached thereto are true and correct copies of the Articles of Incorporation and By-laws of the Parent, in each case as 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 recordation in other jurisdictions in which the Lenderdue execution, upon advice delivery and performance by the Parent of their counsel, shall desire to file or record such Financing Statements under the CodeSupport Agreement; (gvii) Registration Rights Agreement relating to any shares of Stock issued or issuable to Lender under the Note or upon the exercise A certificate of the Warrantchief financial officer or treasurer of the Borrower, or such other officer of the Borrower acceptable to the Agent, stating, that (A) the representations and warranties contained in Section 4.01 of this Agreement are correct in all material respects on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default, and no event that with the giving, of notice or the passage of time, or both, would constitute an Event of Default, has occurred and is continuing; (hviii) Consulting Agreement A favorable opinion of Gardner, Carton & Douglas, special counsel for the Borrower and the Parent, substantially in the form attached of Exhibit D xxxxxx and as to sxxx xxxer matters as any Lender through the Agent may reasonably request; (ix) A favorable opinion of Patrick R. Northam, Esq., Managing Attorney, Corporate Transactions, substantially in the form of Exhibit E hereto xxx xx xxxx xxxxx matters as Exhibit C executed by Borrowerany Lender through the Agent may reasonably request; and (ix) Tag Along Rights Agreement The balance sheets of the Parent and its Subsidiaries as at December 31, 1995, and the related statements of income and retained earnings of the Parent and its Subsidiaries for the fiscal year then ended, certified by Arthur Andersen & Co., and among the principal stockholders unaudited balance sheets of the Parent and its Subsidiaries as at September 30, 1996 xxx xhx xxxxxxd statements of income and retained earnings of the Parent and its Subsidiaries for the nine-month period then ended, accompanied by a certificate of the chief financial officer or treasurer of the Borrower and Lender stating that (A) such financial statements fairly present (subject, in the form attached hereto case of such financial statements as Exhibit Dat September 30, 1996, to year-end adjustments) the financial condition of the Parent and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP, and (B) except as disclosed in the Parent Reports (as hereinafter defined) there has been no material adverse change in the financial condition, operations, business or prospects of the Borrower or the Parent and its Subsidiaries, taken as a whole, as reflected in such financial statements for the fiscal year ended December 31, 1995.

Documents and Other Agreements. Borrower The Investor shall deliver to Lender have received all of the following, each in form and substance satisfactory to the LenderInvestor: (a) Note of Borrower payable to Lender as required by Section 2.01(b)Convertible Debenture; (b) Registration Rights Agreement between the Company and the Investor (the "Registration Rights Agreement"); (c) A Certificate of the Secretary of the Company, together with true and correct copy copies of the Certificate of Incorporation and By-Laws of the Company, and all amendments thereto, true and correct copies of the resolutions of the Boards Board of Directors of Borrower the Company authorizing or ratifying the execution, delivery and performance of this Agreement, the NotesDebentures and the Registration Rights Agreement, and the names of the officer or officers of the Company authorized to sign this Agreement, the Warrant (in Debentures and the case Registration Rights Agreement, together with a sample of the Company), the other Loan Documents and the Other Agreementstrue signature of each such officer; (cd) 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 Debentures and the Other AgreementsRegistration Rights Agreement; (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 favorable opinion of Ballard, Spahr, Xxxxxxx & Ingersoll, counsel for the Company, addressed to the LenderInvestor with respect to such matters as may be reasonably requested by the Investor; (f) Copies The Certificate of Financing Statements under Incorporation of the Code regarding the Collateral, in form and substance recorded electronically in the office of Company certified by 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 CodeDelaware; (g) Registration Rights Agreement relating to any shares Good Standing Certificates for the Company from the Secretaries of Stock issued or issuable to Lender under the Note or upon the exercise State of the WarrantDelaware and Utah; (h) Consulting Agreement UCC lien search reports of filings against the Company for such jurisdictions as the Investor deems appropriate; (i) UCC Financing Statements filed against the Company in respect to such jurisdictions as the form attached hereto as Exhibit C executed by BorrowerInvestor deems appropriate; and (ij) Tag Along Rights Agreement by and among the principal stockholders Certificate of Borrower and Lender in the form attached hereto as Exhibit Dinsurance, together with a properly executed Lender's Loss Payable Clause.

Documents and Other Agreements. Borrower Agent and each Lender, as applicable, shall deliver to Lender have received all of the following, each in form and substance satisfactory to the LenderAgent: (a) Note of Borrower payable to Lender as required by Section 2.01(b); (bi) A Certificate of Secretary of each Borrower and each Subsidiary of each Borrower, together with true and correct copy copies of the Articles of Incorporation and By-Laws of each Borrower, and all amendments thereto, true and correct copies of the resolutions of the Boards Board of Directors of each Borrower authorizing the execution, delivery and performance of this Agreement, the Notes, the Warrant (in the case of the Company), Agreement and the other Loan Documents to be executed by such Borrower, and the Other Agreementsnames of the officer or officers of such Borrower authorized to sign said documents, together with a sample of the true signature of each such officer; (cii) The written opinion of Xxxxxxx, Xxxxxxx & Xxxxxx, counsel for the Borrowers addressed to Agent and each Lender in a form reasonably satisfactory to Agent and the Lenders; (iii) Certificates of good standing for each Borrower from the Secretaries of State of each Borrower's state of incorporation and each state in which such Borrower is doing business, dated not more than ten days prior to the Closing Date; (iv) A Borrowing Certificate; (v) A Subordination Agreement relating to each Shareholder Note; (vi) Stock certificates of the Borrowers (together with assignments in blank); (vii) The Disbursement Agreement; (viii) A Title Policy with respect to each Approved Project in the amount of $80,000,000 issued by the Title Company insuring that the Mortgage will be a first priority lien upon the fee simple title to such Approved Project to the extent of advances made by Lender from time to time under this Agreement, subject to no liens, claims, exceptions or encumbrances except the Permitted Exceptions and containing the endorsements reasonably required by Agent based upon its review of the Title Policy and Survey; (ix) A Survey with respect to each Approved Project; (x) Certified copies of all documents evidencing corporate existence, qualification appearing on Schedule B of the Title Policies; (xi) Copies of all Permits which are necessary for the development and good standing use of each Borrower Approved Project; (xii) Satisfactory UCC searches (i.e., showing no Liens other than Permitted Exceptions), together with tax lien, judgment and each Subsidiary of Borrower litigation searches conducted in their respective states of incorporation and confirmation of their good standing in all other the appropriate 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) by a search firm acceptable to Agent with respect to this Agreement, the Notes, Warrants, the other Loan Documents and the Other Agreementseach Borrower; (dxiii) Certificate representing all An Environmental Report with respect to each Approved Project. Each such report shall confirm the absence of any Hazardous Materials on, under or affecting 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 Lenderparcel therein described; (fxiv) Copies An Appraisal 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 Codeeach Approved Project; (gxv) 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 BorrowerA Compliance Certificate; and (ixvi) Tag Along Rights Agreement All such other documents reasonably requested by and among the principal stockholders of Borrower and Lender Agent or a Lender, in the form attached hereto as Exhibit Dits sole discretion.