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 acceptable to Bank; (G) The Most Recent Financial Statements; (H) UCC lien search reports showing no Liens, except for the Permitted Liens; (I) The Borrower shall have entered into a Hedging Contract with respect to the Term Loan satisfactory to the Bank at the time of execution and delivery thereof; (J) Evidence satisfactory to Bank that each Borrower has obtained all insurance policies as required under this Agreement and/or any of the other Loan Documents, together with evidence satisfactory to Bank that all premiums therefor have been paid and that all such policies are in full force and effect; and (K) Receipt and approval by Bank of any other items reasonably required to be provided to Bank, and not otherwise set forth above.
Appears in 2 contracts
Samples: Credit Agreement (Theragenics Corp), Credit Agreement (Theragenics Corp)
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 The Note;
(C) Each The Borrower’s Closing Certificate;
(D) With respect to each Borrower Party (other than a Borrower Party 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 Party 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 Party (other than a Borrower Party that is an individual and other than for NeedleTech Products, Inc.individual) 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 Party (other than a Borrower Party 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 BorrowersBorrower, dated as of the date of Closing and addressed to Bank, in form and substance acceptable to Bank;
(G) The Most Recent Financial Statements;
(H) UCC lien search UCC-11 reports showing no Liens, except for the Permitted Liens;
(I) The Borrower shall have entered into a Hedging Contract with respect to the Term Loan satisfactory to the Bank at the time of execution and delivery thereof;
(J) Evidence satisfactory to Bank that each Borrower has obtained all insurance policies as required under this Agreement and/or any of the other Loan Documents, together with evidence satisfactory to Bank that all premiums therefor have been paid and that all such policies are in full force and effect; and
(KJ) Receipt and approval by Bank of any other items reasonably required to be provided to Bank, and not otherwise set forth above.
Appears in 2 contracts
Samples: Credit Agreement (Theragenics Corp), Credit Agreement (Theragenics Corp)
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 The Line of Credit Note;
(C) Each Borrower’s Closing CertificateThe Guaranty;
(D) The Closing Certificates;
(E) With respect to each Member of the Borrower (other than a Borrower that is an individual)Consolidated Group, 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 Person 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 '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 's Organizational Documents filed with such secretary of state (or similar Governmental Authority);
(3) A copy of such Person’s 's other Organizational Documents;
(EF) 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 Member of the Borrower (other than a Borrower that is an individual and other than for NeedleTech Products, Inc.) Consolidated Group 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)Jurisdiction;
(FG) A written opinion of counsel to Borrowersthe Members of the Consolidated Group, dated as of the date of Closing and addressed to Bank, in form and substance acceptable to Bank;
(GH) The Most Recent Financial Statements;
(HI) UCC lien search UCC-11 reports showing no Liens, except for the Permitted Liens;
(I) The Borrower shall have entered into a Hedging Contract with respect to the Term Loan satisfactory to the Bank at the time of execution and delivery thereof;
(J) Evidence satisfactory to Bank that each the Members of the Borrower has Consolidated Group have obtained all insurance policies as required under this Agreement and/or any of the other Loan Documents, together with evidence satisfactory to Bank that all premiums therefor have been paid and that all such policies are in full force and effect; and;
(K) Receipt and approval by Bank of any other all items reasonably required to be provided to Bank, and not otherwise set forth above; and
(L) All Indebtedness to be prepaid, redeemed or defeased with the proceeds of the initial Advance shall, simultaneously with the making of such initial Advance, have been satisfied and extinguished.
Appears in 1 contract
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 The Line of Credit Note;
(C) Each Borrower’s Closing CertificateThe Guaranty;
(D) The Closing Certificates;
(E) With respect to each Borrower (other than a Borrower that is an individual)Party, 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 Person 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 '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 's Organizational Documents filed with such secretary of state (or similar Governmental Authority);
(3) A copy of such Person’s 's other Organizational Documents;
(EF) 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.) Party 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)Jurisdiction;
(FG) A written opinion of counsel to BorrowersBorrower Parties, dated as of the date of Closing and addressed to Bank, in form and substance acceptable to Bank;
(GH) The Most Recent Financial Statements;
(HI) UCC lien search UCC-11 reports showing no Liens, except for the Permitted Liens;
(I) The Borrower shall have entered into a Hedging Contract with respect to the Term Loan satisfactory to the Bank at the time of execution and delivery thereof;
(J) Evidence satisfactory to Bank that each Borrower has Parties have obtained all insurance policies as required under this Agreement and/or any of the other Loan Documents, together with evidence satisfactory to Bank that all premiums therefor have been paid and that all such policies are in full force and effect; and
(K) Receipt and approval by Evidence satisfactory to Bank of any other items reasonably required that all Indebtedness to be provided to Bankprepaid, redeemed or defeased with the proceeds of the initial Advance shall, simultaneously with the making of such initial Advance, have been satisfied and not otherwise set forth aboveextinguished.
Appears in 1 contract
Samples: Credit Agreement (Forward Air Corp)
Documents Required for the Closing. Prior to or concurrently with the Closingdisbursement of the initial Advance, the following instruments and documents, duly executed by all proper Persons and in form and substance satisfactory to BankPersons, shall have been delivered to BankLender:
(A) This Agreement;
(B) Each The Revolving Note;
(C) Each Borrower’s Closing CertificateThe Assumption Agreement;
(D) With respect to each Borrower The financing statements required by Section 5.5;
(other than a Borrower that is an individual), a E) A certificate of an officer or other representative acceptable Cavalier Homes's and each Initial Participating Subsidiary's corporate secretary, in form satisfactory to Bank Lender, dated as of the date of this Agreement, certifying as to the incumbency and signatures of the representative(s) officers of each such Borrower signingsigning this Agreement, as applicablethe Revolving Note, 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 Borrower's board of directors authorizing the execution, delivery and performance of this Agreement, each of the Revolving Note and the other Loan Documents, and each other document to be delivered pursuant hereto, as applicable;; and
(2) A copy, certified as of the most recent date practicable by the judge of probate of the county in which such Borrower's articles or certificate of incorporation is filed or the secretary of state (or similar Governmental Authority) of the state, province, or other Jurisdiction state where such Person Borrower is organizedincorporated, as appropriate, of such Person’s Organizational Documents filed with Borrower's articles or certificate of incorporation;
(F) A copy of the bylaws of each Borrower (attached to the appropriate certificate of corporate secretary for each such secretary of state (or similar Governmental AuthorityBorrower);
(3G) A copy of such Person’s other Organizational Documents;
(E) A certificateCertificates, as of the most recent date dates practicable, of the aforesaid secretaries of state, the secretary of state (or similar appropriate Governmental Authority) of each state in which each Borrower is qualified as a foreign corporation and the 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 Productsof the foregoing states, 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)Borrower;
(FH) A written opinion of Xxxx, Xxxxxx & Xxxx, legal counsel to for Borrowers, dated as of the date of Closing this Agreement and addressed to BankLender, in form and substance acceptable satisfactory to Bank;
(G) The Most Recent Financial Statements;
(H) UCC lien search reports showing no Liens, except for the Permitted LiensLender;
(I) The Borrower shall have entered into a Hedging Contract with respect to the Term Loan Closing Certificate, in form satisfactory to the Bank at the time of execution and delivery thereofLender;
(J) Evidence A Compliance Certificate as of a date not more than one (1) day prior to the initial Advance, substantially in the form of Exhibit C or Exhibit C-1, as appropriate, attached hereto and incorporated herein, certifying the existence of certain facts and financial information, and, in the case of any Term Loan, certifying a Contracts Borrowing Base under the Term Loan Commitment of not less than the amount of the requested initial Advance;
(K) The Commitment Fee;
(L) The Pledge Agreements, in form satisfactory to Bank that each Borrower has obtained all insurance policies as required under this Agreement and/or any of the other Loan DocumentsLender, together with evidence certificates representing the shares pledged thereby, duly endorsed in blank;
(M) The Guaranty Agreement, in form satisfactory to Bank that all premiums therefor have been paid Lender;
(N) The Assignment of Life Insurance, in form satisfactory to Lender;
(O) The Subrogation and that all Contribution Agreement, substantially in the form of Exhibit D, attached hereto and incorporated herein;
(P) The binders for the insurance policies described in Section 7.1(E) of this Agreement (such insurance policies are in full force and effectshall be delivered to Lender within sixty (60) calendar days of the date of Closing); and
(KQ) Receipt The payment of accrued costs and approval by Bank expenses under Section 10.5 of any other items reasonably required to be provided to Bank, and not otherwise set forth abovethis Agreement.
Appears in 1 contract
Samples: Revolving and Term Loan Agreement (Cavalier Homes Inc)
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 The Revolver Loan 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 acceptable to Bank;
(G) The Most Recent Financial Statements;
(H) UCC lien search reports showing no Liens, except for the Permitted Liens;
(I) The Borrower shall have entered into a Hedging Contract with respect to the Term Loan satisfactory to the Bank at the time of execution and delivery thereof[Intentionally omitted];
(J) Evidence satisfactory to Bank that each Borrower has obtained all insurance policies as required under this Agreement and/or any of the other Loan Documents, together with evidence satisfactory to Bank that all premiums therefor have been paid and that all such policies are in full force and effect; and
(K) Receipt and approval by Bank of any other items reasonably required to be provided to Bank, and not otherwise set forth above.
Appears in 1 contract
Samples: Credit Agreement (Theragenics Corp)
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 The Line of Credit Note;
(C) Each Borrower’s Closing CertificateThe Guaranty;
(D) The Closing Certificates;
(E) With respect to each Member of the Borrower (other than a Borrower that is an individual)Consolidated Group, 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 Person 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 '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 's Organizational Documents filed with such secretary of state (or similar Governmental Authority);
(3) A copy of such Person’s 's other Organizational Documents;
(EF) 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 Member of the Borrower (other than a Borrower that is an individual and other than for NeedleTech Products, Inc.) Consolidated Group 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)Jurisdiction;
(FG) A written opinion of counsel to Borrowersthe Members of the Consolidated Group, dated as of the date of Closing and addressed to Bank, in form and substance acceptable to Bank;
(GH) The Most Recent Financial Statements;
(HI) UCC lien search CC-11 reports showing no Liens, except for the Permitted Liens;
(I) The Borrower shall have entered into a Hedging Contract with respect to the Term Loan satisfactory to the Bank at the time of execution and delivery thereof;
(J) Evidence satisfactory to Bank that each the Members of the Borrower has Consolidated Group have obtained all insurance policies as required under this Agreement and/or any of the other Loan Documents, together with evidence satisfactory to Bank that all premiums therefor have been paid and that all such policies are in full force and effect; and;
(K) Receipt and approval by Bank of all items required by the Commitment Letter and any other items reasonably required to be provided to Bank, and not otherwise set forth above; and
(L) All Indebtedness to be prepaid, redeemed or defeased with the proceeds of the initial Advance shall, simultaneously with the making of such initial Advance, have been satisfied and extinguished.
Appears in 1 contract
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 BankAgent and Lenders, shall have been delivered to BankAgent:
(A) This Agreement;
(B) Each NoteThe Notes;
(C) Each Borrower’s The Borrowers’ Closing CertificateAffidavits;
(D) The Financing Statements, together with evidence that the Financing Statements have been duly recorded in all filing or recording offices that Agent may deem necessary or desirable in order to create a valid Lien on the Collateral described therein, and that all filing and recording taxes and fees have been paid;
(E) With respect to each Borrower Party (other than a Borrower Party that is an individual), a certificate of an officer or other representative acceptable to Bank Agent dated as of the date of this Agreement, certifying as to the incumbency and signatures of the representative(s) of such Borrower Party 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;
(EF) 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 Party (other than a Borrower Party that is an individual and other than for NeedleTech Products, Inc.individual) 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 Party (other than a Borrower Party 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 acceptable to Bank;
(G) The Most Recent Financial Statements;
(H) UCC lien search Letters and/or certificates, in form and substance satisfactory to Agent, attesting to the Solvency of Borrowers and after giving effect to the transactions contemplated hereby, from the chief financial officer of Borrowers;
(I) UCC-11 reports showing no LiensLiens superior to the Agent’s Lien, except for the Permitted Liens;
(I) The Borrower shall have entered into a Hedging Contract with respect to the Term Loan satisfactory to the Bank at the time of execution and delivery thereof;
(J) Evidence satisfactory to Bank the Lender Parties that each Borrower has Borrowers have obtained all insurance policies as required under this Agreement and/or any of the other Loan Documents, together with evidence satisfactory to Bank the Lender Parties that all premiums therefor have been paid and that all such policies are in full force and effect; and;
(K) Receipt and approval by Bank Agent of any other items reasonably required to be provided to BankAgent, and not otherwise set forth above;
(L) The written consent of the Subordinating Lender to the terms of this Agreement, executed and delivered in accordance with the terms of the Intercreditor Agreement;
(M) The Stock Pledge Agreement; and
(N) Any and all certificates evidencing any of the Pledged Stock.
Appears in 1 contract
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 The Note;
(C) Each Borrower’s Closing CertificateThe Guaranty;
(D) The Borrower's Closing Affidavit;
(E) The Guarantor's Closing Affidavit;
(F) The Financing Statements, together with evidence that the Financing Statements have been duly recorded in all filing or recording offices that Bank may deem necessary or desirable in order to create a valid Lien on the Collateral described therein, and that all filing and recording taxes and fees have been paid;
(G) With respect to each Borrower Party (other than a Borrower Party 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 Party 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 '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 's Organizational Documents filed with such secretary of state (or similar Governmental Authority);
(3) A copy of such Person’s 's other Organizational Documents;
(EH) 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 Party (other than a Borrower Party that is an individual and other than for NeedleTech Products, Inc.individual) 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)Jurisdiction, 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 Party (other than a Borrower Party 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)state;
(FI) A written opinion of counsel to Borrowersthe Borrower Parties, dated as of the date of Closing and addressed to Bank, in form and substance acceptable to Bank;
(GJ) The Most Recent Financial Statements;
(HK) UCC lien search Letters and certificates, in form and substance satisfactory to Bank, attesting to the Solvency of Borrower after giving effect to the transactions contemplated hereby, from the chief financial officer of Borrower;
(L) UCC-11 reports showing no Liens, except for the Permitted Liens;
(I) The Borrower shall have entered into a Hedging Contract with respect Liens superior to the Term Loan satisfactory to Liens granted by Borrower under the Bank at the time of execution and delivery thereofSecurity Documents;
(J) Evidence satisfactory to Bank that each Borrower has obtained all insurance policies as required under this Agreement and/or any of the other Loan Documents, together with evidence satisfactory to Bank that all premiums therefor have been paid and that all such policies are in full force and effect; and
(K) Receipt and approval by Bank of any other items reasonably required to be provided to Bank, and not otherwise set forth above.
Appears in 1 contract
Samples: Credit Agreement (Jones Financial Companies Lp LLP)
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 BankAgent, shall have been delivered to BankAgent:
(A) This Agreement;
(B) Each NoteThe Revolving Credit Notes;
(C) Each Borrower’s Closing CertificateThe Guaranty;
(D) With respect to each Borrower (other than a Borrower that is an individual)Party, a certificate of an officer or other representative acceptable to Bank Agent dated as of the date of this Agreement, certifying as to the incumbency and signatures of the representative(s) of such Borrower Person 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 '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 's Organizational Documents filed with such secretary of state (or similar Governmental Authority);
(3) A copy of such Person’s '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.) Party 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)Jurisdiction;
(F) A written opinion of counsel to Borrowersthe Borrower Parties, dated as of the date of Closing and addressed to BankAgent, in form and substance acceptable to BankAgent;
(G) The Most Recent Financial Statements;
(H) UCC lien search reports showing no Liens, except for Payment of the Permitted Liens;Upfront Fee; and
(I) The Borrower shall have entered into a Hedging Contract with respect to the Term Loan satisfactory to the Bank at the time of execution and delivery thereof;
(J) Evidence satisfactory to Bank that each Borrower has obtained all insurance policies Such additional items as required under this Agreement and/or any of the other Loan Documents, together with evidence satisfactory to Bank that all premiums therefor have been paid and that all such policies are in full force and effect; and
(K) Receipt and approval by Bank of any other items may be reasonably required to be provided to Bank, and not otherwise set forth aboveby Agent.
Appears in 1 contract
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 BankAgent:
(A) This Agreement;
(B) Each NoteThe Notes;
(C) Each Borrower’s Closing CertificateThe Guaranty;
(D) The Pledge Agreement, together with all documents and instruments required to be executed and delivered by Borrower thereunder;
(E) The Borrower's Closing Affidavit;
(F) The Guarantor's Closing Affidavits;
(G) The Financing Statements, together with evidence that the Financing Statements have been duly recorded in all filing or recording offices that Agent may deem necessary or desirable in order to create a valid Lien on the Collateral described therein, and that all filing and recording taxes and fees have been paid;
(H) With respect to each Borrower Party (other than a Borrower Party that is an individual), a certificate of an officer or other representative acceptable to Bank Agent dated as of the date of this Agreement, certifying as to the incumbency and signatures of the representative(s) of such Borrower Party signing, as applicable, this Agreement and each of the other Loan Credit 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 's Governing Body authorizing the execution, delivery and performance of this Agreement, each of the Loan Credit 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 's Organizational Documents filed with such secretary of state (or similar Governmental Authority);
(3) A copy of such Person’s 's other Organizational Documents;
(EI) 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 the State of Alabama and each Jurisdiction in which each Borrower (other than a Borrower that is an individual and other than for NeedleTech Products, Inc.) Party 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)Jurisdiction, 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 the Laws of the Collateral is located such Jurisdiction require qualification and/or registration as to the qualification and good standing of each Borrower (other than a Borrower that is an individual) Party 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)state;
(FJ) A written opinion of counsel to BorrowersBorrower Parties, dated as of the date of Closing Date and addressed to BankLender Parties, in form and substance acceptable to BankAgent;
(GK) The Most Recent Financial StatementsAn Account Designation Letter;
(HL) UCC lien search UCC-11 reports showing no Liens, except for Liens superior to the Permitted LiensAgent's Lien;
(IM) The Borrower shall have entered into a Hedging Contract with respect to the Term Loan satisfactory to the Bank at the time of execution and delivery thereof;
(J) Evidence satisfactory to Bank that each Borrower has obtained all insurance policies A Compliance Certificate as required under this Agreement and/or any and reflecting compliance with the terms of this Agreement after giving effect to the other Loan Documents, together with evidence satisfactory Advances to Bank that all premiums therefor have been paid and that all such policies are in full force and effectbe made at Closing; and
(KN) Receipt and approval by Bank Agent of any other items reasonably required to be provided to BankAgent, and not otherwise set forth above.
Appears in 1 contract
Samples: Credit Agreement (Movie Gallery Inc)
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 NoteThe Notes;
(C) Each Borrower’s Closing CertificateThe Pledge Agreement, together with the original stock certificates, stock powers and other items required to be delivered thereunder;
(D) The Closing Certificates;
(E) The Financing Statements, together with evidence that such Financing Statements have been duly recorded in all filing or recording offices that Bank may deem necessary or desirable in order to perfect Bank’s Lien on the Collateral, and that all filing and recording taxes and fees have been paid;
(F) With respect to each Borrower Party (other than a Borrower Party 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 Party 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;
(EG) 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 Party (other than a Borrower Party that is an individual and other than for NeedleTech Products, Inc.individual) 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)Jurisdiction, 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) Party 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)state;
(FH) A written opinion of counsel to Borrowers, dated as of the date of Closing and addressed to Bank, in form and substance acceptable to Bank;
(GI) The Most Recent Financial Statements, in form and substance acceptable to Bank;
(HJ) UCC lien search Certificates, in form and substance satisfactory to Bank, attesting to the Solvency of Borrowers and after giving effect to the transactions contemplated hereby;
(K) UCC-11 reports showing no LiensLiens superior to Bank’s Lien, except for the Permitted Liens;
(I) The Borrower shall have entered into a Hedging Contract with respect to the Term Loan satisfactory to the Bank at the time of execution and delivery thereof;
(JL) Evidence satisfactory to Bank that each Borrower has Borrowers have obtained all insurance policies as required under this Agreement and/or any of the other Loan Documents, together with evidence satisfactory to Bank that all premiums therefor therefore have been paid and that all such policies are in full force and effect; and
(KM) Receipt and approval by Bank of any all other items reasonably required to be provided to Bank, and not otherwise set forth above.
Appears in 1 contract
Samples: Credit Agreement (KMG Chemicals Inc)