DOCUMENTS REQUIRED FOR CLOSING. The obligation of Lender to make the Loan is subject to the conditions precedent that the Company shall have delivered to Lender prior to the disbursement of the Loan the following:
DOCUMENTS REQUIRED FOR CLOSING. The Bank shall have received, in each case in form and substance satisfactory to the Bank, such fully executed originals or certified copies as the Bank may have requested of each of the following, in each case as amended through the Closing Date:
DOCUMENTS REQUIRED FOR CLOSING a. Borrower and all other required parties shall have executed where appropriate and delivered to Lender, on or prior to a Closing Date, the applicable Loan Documents, each in form and substance satisfactory to Lender;
b. A certified (as of the applicable Closing Date) copy of resolutions, or equivalent, of the governing body of each Organization signing a Loan Document, authorizing the execution, delivery and performance of each of the Loan Documents to which it is a party and providing Lender an incumbency certificate for any Person authorized to execute the Loan Documents;
c. A certified (as of the applicable Closing Date) copy of the current Organization Documents including any amendments thereto, of each such Person, together with a certificate (dated as of the Closing Date) of each such Person to the effect that such Organization Documents have not been amended since the date of the aforesaid certification;
d. A certificate (as of the most recent date practicable) of the relevant Secretary of State as to the current existence of each such Person, a certificate (as of the most recent date practicable) of the Secretary of State of each state in which the business activities or Property of such Person requires qualification as a foreign corporation or entity, as the case may be, and that such Person is duly qualified to transact business in that state as a foreign corporation or entity, as the case may be;
e. The written opinion of the outside counsel for Borrower, dated as of the applicable Closing Date and addressed to Lender and any participating lenders as Lender may request, in form satisfactory to Lender, to the effect that after due inquiry:
i. Borrower is a limited partnership duly formed and validly existing under Delaware law, and is duly qualified to do business as a foreign limited partnership in the State of Washington;
ii. Borrower has all necessary partnership power and authority under the Certificate, the Partnership Agreement, and the Delaware RULPA to enter into, and to perform its obligations under, each of the Loan Documents;
iii. Borrower has authorized, by all necessary partnership action on the part of Borrower, the execution and delivery of, and the performance of the transactions contemplated by, each of the Loan Documents, and Borrower has executed and delivered each of the Loan Documents;
iv. Each of the Loan Documents constitutes the valid and binding obligation of Borrower, enforceable against Borrower in accordance with its...
DOCUMENTS REQUIRED FOR CLOSING. Borrower shall have duly executed and/or delivered (or caused to be duly executed and/or delivered) to Administrative Agent the following:
(A) This Second Amendment, the Second Replacement Revolving Loan Notes, Explanations and Waivers of Rights regarding Confession of Judgment with respect to the Second Replacement Revolving Loan Notes and each other instrument, agreement and document to be executed and/or delivered pursuant to this Second Amendment and/or the instruments, agreements and documents referred to in this Second Amendment;
(B) A certified (as of the date of this Second Amendment) copy of resolutions of Borrower's Board of Directors authorizing the execution, delivery and performance of this Second Amendment and each other document to be executed and/or delivered pursuant hereto and any other instrument, agreement or document referred to herein;
(C) A certificate (dated the date of this Second Amendment) of Borrower's corporate secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Second Amendment and each other document to be executed and/or delivered pursuant hereto;
(D) Receipt and approval by Lenders of the Stock Purchase Agreement, all schedules thereto, and all related instruments, agreements and documents;
(E) EARS, Inc., a Delaware corporation, a guarantor and surety for the Obligations, shall unconditionally reaffirm in writing its suretyship for the Obligations and consent to this Second Amendment; and
(F) Such other instruments, agreements and documents as may be required by each Lender and/or its counsel.
DOCUMENTS REQUIRED FOR CLOSING. Borrower shall have duly executed and/or delivered (or caused to be duly executed and/or delivered) to Bank the following:
(A) This Amendment and each other instrument, agreement and document to be executed and/or delivered pursuant to this Amendment and/or the instruments, agreements and documents referred to in this Amendment;
(B) A certified (as of the date of this Fifth Amendment) copy of resolutions of Borrower's Board of Directors authorizing the execution, delivery and performance of this Fifth Amendment and each other document to be executed and/or delivered pursuant hereto and any other instrument, agreement or document referred to herein;
(C) A certification that Borrower's certificate of incorporation and by-laws remain unchanged from Closing;
(D) A certificate (dated the date of this Fifth Amendment) of Borrower's corporate secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Fifth Amendment and each other document to be executed and/or delivered pursuant hereto; and
(E) Such other instruments, agreements and documents as may be required by Bank and/or its counsel.
DOCUMENTS REQUIRED FOR CLOSING. The Lender shall have received, in each case in form and substance satisfactory to the Lender, such fully executed originals or certified copies as the Lender may have requested of each of the following, in each case as amended through the Closing Date:
DOCUMENTS REQUIRED FOR CLOSING. A. At the Closing Seller shall deliver the following:
a. Limited Warranty Deed on a Minnesota Uniform Conveyancing Blank, acceptable to Title Company and sufficient for recording, conveying good and marketable and indefeasible fee simple title of the Subject Property to Purchaser, subject to the Permitted Encumbrances set forth in Paragraph 3 above, and containing the representation as set forth in Paragraph 9g above;
b. Documents evidencing the legal status, standing and authority of Seller to consummate closing, and such other documents that may be required by Purchaser’s counsel or by Title Company for issuance of the title policy as required by Paragraph 5 above;
c. Seller’s FIRPTA affidavit in form so as to comply with Internal Revenue Service Regulations;
d. Standard form Uniform Conveyancing Blank Seller’s affidavit stating that on the Closing Date there are no outstanding, unsatisfied judgments, tax liens, or bankruptcies against or involving the Seller;
e. The abstract to the Land, if in Seller’s possession, to the extent it is not Torrens property;
f. A bxxx of sale for all tangible personal property being conveyed, if any, together with an assignment of the Service Contracts and other intangible personal property being conveyed;
g. Assignment of all leases then in force and effect on the Subject Property together with current rent roll, the originals of all such leases and lease files of Seller with respect to each such lease, to the extent in Seller’s possession;
h. The Seller Lease executed by Seller;
i. Copies of all blueprints, plans, specifications, manuals, warranties, and guarantees relating to the Entire Property to the extent in Seller’s possession;
j. All keys used in connection with the Subject Property, including key cards, security codes, combinations, etc., excluding such items pertaining to the Premises covered by the Seller Lease unless necessary for Landlord to comply with fire or other safety and/or municipal codes.
k. Executed Settlement Statement;
l. Termination of the current management agreement on the Subject Property with United Properties LLC, executed by Seller;
m. An estoppel certificate, in form substantially in accordance with Exhibit E attached hereto, executed by each tenant of the Building listed on Exhibit C; provided however, that estoppel certificates containing only non-material exceptions, qualifications or modifications shall be deemed to be substantially in accordance with said exhibits (copies of all such ...
DOCUMENTS REQUIRED FOR CLOSING. The Administrative Agent shall receive the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by Authorized Signers of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) Executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower.
(ii) A Note executed by the Borrower in favor of each Lender.
(iii) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Signers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Authorized Signer thereof authorized to act as an Authorized Signer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party.
(iv) Such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party which is an entity is duly organized or formed, and that each of the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification.
(v) A favorable opinion of Jxxxx Rxxxx Heuer & Wxxxx, P.C., counsel to Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit C to the Closing Checklist and such other matters concerning Borrower and the Loan Documents as the Required Lenders may reasonably request.
(vi) A certificate of an Authorized Signer of each Loan Party that is an entity either (A) attaching copies of all consents and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents and approvals shall be in full force and effect, or (B) stating that no such consents or approvals are so required.
(vii) A certificate signed by Authorized Signers of the Borrower certifying (A) that the conditions specified in Sections 4.1 (d) and (e) have been satisfied, and (B) that there has been no event or circumstance since the date of the most...
DOCUMENTS REQUIRED FOR CLOSING. Borrower shall have duly executed and/or delivered (or caused to be duly executed and/or delivered) to Bank the following:
DOCUMENTS REQUIRED FOR CLOSING. Borrower shall have delivered to Bank, prior to the initial disbursement of the funds ("Closing"), the following:
a. The Collateral Documents and the financing statements, duly executed by Borrower.
b. Corporate resolutions of authority and incumbency, as Bank may require.
c. A duly executed Borrowing Base Certificate acceptable to Bank and certifying a Borrowing Base of not less than the initial principal amount requested by Borrower to be advanced by Bank.
d. Financial statements of Borrower, prepared according to GAAP, showing no material adverse change in the financial condition of Borrower.
