Documents Required for the Closing. The Borrower shall have ---------------------------------- duly delivered to the Bank the following on the Closing Date:
(A) The Notes, duly executed on behalf of Borrower;
(B) A certified (as of the date of the Closing hereof) copy of resolutions of board of directors of Borrower authorizing the execution, delivery and performance of this Agreement, the Notes, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to herein;
(C) A certified (as of the date of the Closing) copy of Borrower's by- laws;
(D) A certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or thereto;
(E) A copy, certified as of the most recent date practicable by the appropriate Secretary of State, of Borrower's articles of incorporation, together with a certificate (dated the date of the Closing) of Borrower's corporate secretary or assistant secretary to the effect that such certificate of incorporation has not been amended since the date of the aforesaid certification;
(F) Certificates, as of the most recent dates practicable, of the aforesaid Secretaries of State, the Secretary of State of each state in which Borrower is qualified as a foreign corporation, and the department of revenue or taxation of each of the foregoing states, as to the subsistence and good standing of Borrower;
(G) A written opinion of counsel to Borrower, dated the date of the Closing and addressed to the Bank, in form and substance satisfactory to Bank and its counsel;
(H) A certificate, dated the date of the Closing, signed by the president or a vice president of Borrower to the effect that:
(1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct as of the date of the Closing;
(2) No Event of Default hereunder, and no event which, with the giving of notice or the passage of time, or both, could become such an Event of Default, has occurred as of the date of the Closing;
(3) No material adverse change has occurred in the Borrower's financial condition since that reflected in the most recent Financial Statements delivered to Bank; and
(4) All conditions to Closing set forth in this Agreement have been fulfilled.
Documents Required for the Closing. The Borrowers shall have delivered to the Lender, prior to the initial disbursement of the Loan (the "Closing"), the following:
(a) The Revolving Note duly executed by the Borrowers;
(b) Copies of the Mortgages, which shall have been duly executed by all proper parties and recorded at the appropriate recording office, with all recording fees therefor paid;
(c) The Financial Statements;
(d) A copy of the Security Agreement and/or the financing statements and other instruments required thereunder, which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid;
(e) A copy of the Trust Indenture, which shall have been executed by all proper parties;
(f) A copy of the Pledge Agreement and other instruments required thereunder, which shall have been executed by all proper parties;
(g) A copy of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid;
(h) A copy of the Trademark Security Agreement which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid;
(i) Evidence that the Note Purchase Agreements have been executed and delivered and the proceeds delivered to SpecTran;
(j) A copy, certified as of the date of the Closing, of votes of the boards of directors of each Borrower and shareholders (except for SpecTran) of each Borrower, authorizing the execution, delivery, and performance of this Agreement, the Revolving Note, the Collateral Documents and each other document to be delivered pursuant hereto;
Documents Required for the Closing. Prior to or concurrently with the Closing, the following instruments and documents, duly executed by all proper Persons and in form and substance satisfactory to Bank, shall have been delivered to Bank:
(A) This Agreement;
(B) Each Note;
(C) Each Borrower’s Closing Certificate;
(D) With respect to each Borrower (other than a Borrower that is an individual), a certificate of an officer or other representative acceptable to Bank dated as of the date of this Agreement, certifying as to the incumbency and signatures of the representative(s) of such Borrower signing, as applicable, this Agreement and each of the other Loan Documents, and each other document to be delivered pursuant hereto, together with the following documents attached thereto:
(1) A copy of the resolutions of such applicable Person’s Governing Body authorizing the execution, delivery and performance of this Agreement, each of the Loan Documents, and each other document to be delivered pursuant hereto, as applicable;
(2) A copy, certified as of the most recent date practicable by the secretary of state (or similar Governmental Authority) of the state, province, or other Jurisdiction where such Person is organized, of such Person’s Organizational Documents filed with such secretary of state (or similar Governmental Authority);
(3) A copy of such Person’s other Organizational Documents;
(E) A certificate, as of the most recent date practicable, of the secretary of state (or similar appropriate Governmental Authority) and department of revenue or taxation (or similar appropriate Governmental Authority) of each Jurisdiction in which each Borrower (other than a Borrower that is an individual and other than for NeedleTech Products, Inc.) is organized as to the existence and good standing of each such Person within such Jurisdiction (unless such Governmental Authorities do not issue such certificates of existence and/or good standing), and a certificate, as of the most recent date practicable, of the secretary of state (or similar appropriate Governmental Authority) of each state where any of the Collateral is located as to the qualification and good standing of each Borrower (other than a Borrower that is an individual) as a foreign entity doing business in each such state (unless such Governmental Authorities do not issue such certificates of existence and/or good standing);
(F) A written opinion of counsel to Borrowers, dated as of the date of Closing and addressed to Bank, in form and substance ac...
Documents Required for the Closing. The Borrower shall have duly executed and delivered to KS and DE the following items on the Closing Date:
(A) This Agreement;
(B) The Revolving Loan Note, attached hereto as Exhibit D;
(C) The Amendment to the First Loan Agreement attached hereto as Exhibit B;
(D) The Amendment to the Second Loan Agreement attached hereto as Exhibit C; and
(E) The Accounts Receivable Loan Note, attached hereto as Exhibit E;
Documents Required for the Closing. Borrower shall have duly executed and delivered to Lender, or provided to Lender prior to the disbursements of the Term Loan and the initial advance under the revolving loan (the “Closing”) the following:
(i) the Revolving Note - $1,500,000.00;
(ii) this Loan Agreement;
(iii) the Security Agreement;
(iv) Uniform Commercial Code Financing Statements;
(v) the Closing Statement; and
(vi) such other documents and information as Lender’s counsel reasonably requires.
Documents Required for the Closing. The Borrower shall have delivered to the Bank, prior to the initial disbursement of the Loan (the "Closing"), the following:
(A) The Note duly executed by the Borrower, in the form attached hereto as Exhibit 2.03;
Documents Required for the Closing. The Borrower shall have delivered to the Agent prior to the initial disbursement of the Loans the following:
(A) The Notes executed by the Borrower;
(B) This Agreement executed by the Borrower;
(C) A copy of resolutions of the Borrower's board of directors, certified by the corporate secretary of Borrower as of the date of Closing, authorizing the execution, delivery and performance of this Agreement, the Notes, the other Loan Documents, and each other document to be delivered pursuant hereto;
(D) A copy, certified as of the most recent date practicable, by the Secretary of State of Tennessee, of the Borrower's Charter, together with a certificate dated the date of the Closing of the Borrower's corporate secretary to the effect that such Charter has not been amended since the date of the aforesaid Secretary of State certification;
(E) A copy of the Borrower's by-laws certified by Borrower's secretary as of the date of the Closing;
(F) A certificate dated as of the date of the Closing of the Borrower's corporate secretary as to the incumbency and signatures of the officers of the Borrower executing this Agreement, the Notes, the other Loan Documents, and each other document to be delivered pursuant hereto;
(G) Within thirty (30) days of the Closing, certificates, as of the most recent dates practicable, of the aforesaid Secretary of State, the Secretary of State of each state in which the
Documents Required for the Closing. Prior to any disbursement of any Loan (the "Closing"), the following documents ("Loan Documents") shall have been delivered to Lender, fully executed and acknowledged where required and all in form and substance acceptable to Lender:
a. This Agreement.
b. A Real Estate Lien (Promissory) Note ("Note").
c. A Security Agreement between Borrower and Lender, granting to Lender a security interest in, among other property, all of Borrower's right, title and interest, whether now or hereafter acquired, in all accounts, inventory and equipment, and all proceeds thereof, located on, attributable to or used in connection with the Security Tracts.
d. A Deed of Trust, Assignment of Rents, Security Agreement and Financing Statement from Borrower to Thomas L. Travis, Trustee xxx xxx xxxxxxx of Lender, granting a first lien upon the real property and improvements thereon to secure t he respective Loan.
e. Financing statements as Lender shall deem necessary to file from time to time in order to perfect and preserve the security interests granted by the Loan Documents.
Documents Required for the Closing. The Borrower shall have delivered the following executed documents to the Lenders, in such form as may be required by Lenders:
(A) All of the Notes, dated as of the Closing Date;
(B) Security agreements, financing statements, and such other documents, acceptable to Lenders and their respective counsel, as may be called for under the applicable law to perfect first and prior lien of the Lenders against the Collateral (the "Collateral Documents");
(C) Guarantees, acceptable in form and content as agreed to by the Lenders;
(D) Corporate Resolutions and Incumbency Certificates from the Board of Directors of the Borrower authorizing the execution of this Agreement, the Notes, the Borrower's Collateral Documents and related documentation, in such form and content as may be required by Lenders or their respective counsel;
Documents Required for the Closing. Borrower shall have duly executed and delivered to Lender, or provided to Lender prior to any further disbursements of the Loan (the “Closing”) the following:
(i) the CREM Note;
(ii) this Loan Agreement;
(iii) the Mortgage;
(iv) Uniform Commercial Code Financing Statements;
(v) Assignment of Rents and Leases;
(vi) Environmental Compliance and Indemnity Agreement;
(vii) the Closing Statement; and
(viii) such other documents and information as Lender's counsel reasonably requires.
