Documents to Be Delivered in Connection Sample Clauses

Documents to Be Delivered in Connection with the Agreement 1. Executed copies of the Agreement, duly executed by the parties thereto. 2. Copy of the Resolutions of the Board of Directors of each Seller Party certified by its Secretary authorizing such Person's execution, delivery and performance of the Agreement and the other documents to be delivered by it hereunder. 3. Articles or Certificate of Incorporation of each Seller Party and certified by the Secretary of State of its jurisdiction of incorporation on or within thirty (30) days prior to the initial Incremental Purchase. 4. Good Standing Certificate for each Seller Party issued by the Secretaries of State of its state of incorporation and each jurisdiction where it has material operations, each of which is listed below: 3 a. Seller:
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Documents to Be Delivered in Connection with the 2016 Amendment Closing Date (documents are dated as of the 2016 Amendment Closing Date unless otherwise noted below): 1. Amended and Restated Receivables Sale Agreement, between Xxxxx, as Seller and T-Mobile Funding, as Purchaser 2. Amended and Restated Receivables Purchase and Administration Agreement, among the Transferor, Xxxxx, individually and as the Servicer, TMUS, as Guarantor, the Conduit Purchasers party thereto, the Committed Purchasers party thereto and the Funding Agents party thereto, and the Administrative Agent 3. Transaction Fee Letter (amending and restating the Transaction Fee Letter dated as of the Original Closing Date), among the Transferor and the Funding Agents party thereto 4. Administrative Agent Fee Letter (amending and restating the Administrative Agent Fee Letter dated as of the Original Closing Date), among the Administrative Agent, the Transferor and Xxxxx 5. Confirmation of Guaranty by TMUS, as Guarantor, in favor of the Administrative Agent and the Owners 6. Officer’s Certificate of the Transferor (pursuant to Section 4.1(e) of the RPAA) 7. Officer’s Certificate of the Servicer (pursuant to Section 4.1(e) of the RPAA) 8. Resolutions of TMUS 9. Resolutions of Xxxxx 10. Resolutions of the Transferor 11. 2016 Amendment Closing Date Monthly Report (pursuant to Section 4.1(c) of RPAA) 12. Opinion of HL, counsel to the Transferor, the Servicer, and TMUS, as Guarantor, regarding certain corporate matters, including legality, validity and enforceability of the transaction documents, no conflict of law, and non-contravention of charter documents and certain material agreements. 13. Opinion of HL, addressed to Administrative Agent and Funding Agents, regarding certain UCC matters. 14. Opinion of HL, addressed to Administrative Agent and Funding Agents, regarding true sale matters. 15. Reliance Letter of HL, addressed to Gotham and Lloyds, regarding substantive consolidation matters. 16. Reliance Letter of HL, addressed to Gotham and Lloyds, regarding Xxxxxxx Rule and Investment Company Act matters. 17. Good Standing Certificates (Delaware SOS) 1. Xxxxx 2. T-Mobile Funding 3. TMUS 18. UCC Search Report (Delaware) of UCC Financing Statements and Tax Liens Filed against Xxxxx 19. UCC Search Report (Delaware) of UCC Financing Statements and Tax Liens Filed against T-Mobile Funding 20. T-Mobile Side Letter, between Xxxxx and T-Mobile Funding.
Sample 1
Documents to Be Delivered in Connection with this Agreement 1. Executed copies of this Agreement, duly executed by the parties hereto. 2. Copy of the Resolutions of the Board of Directors of each Seller Party (to the extent such resolutions are deemed required for the Servicer by counsel), certified by its Secretary and authorizing such Person’s execution, delivery and performance of this Agreement, the RSA Amendment and the other documents to be delivered by it hereunder. 3. Articles or Certificate of Incorporation of each Seller Party and certified by the Secretary of State of its jurisdiction of incorporation on or within thirty (30) days prior to the date hereof or a certificate of the Secretary of each Seller Party certifying that the Articles or Certificate of Incorporation of such Seller Party have not been amended, restated, supplemented or otherwise modified since the delivery thereof under the closing related to the Original Agreement.
Sample 1
Documents to Be Delivered in Connection with this Agreement 1. Executed copies of this Agreement, duly executed by the parties hereto. 2. Copy of the Resolutions of the Board of Directors or Governors of each Seller Party certified by its Secretary authorizing such Person’s execution, delivery and performance of this Agreement and the other documents to be delivered by it hereunder. 3. Articles or Certificate of Incorporation or Articles of Organization, as applicable, of each Seller Party, certified by the Secretary of State of its jurisdiction of organization on or within thirty (30) days prior to the date hereof.
Sample 1
Documents to Be Delivered in Connection with the Agreement 1. Executed copies of this Agreement, duly executed by the parties hereto. 2. Copy of the Resolutions of the Board of Directors of each Seller Party certified by its Secretary authorizing such Person’s execution, delivery and performance of this Agreement and the other documents to be delivered by it hereunder. 3. Articles of Organization or Certificate of Incorporation of each Seller Party certified by the Secretary of State of its jurisdiction of organization or incorporation on or within thirty (30) days prior to the date hereof. 4. Good Standing Certificate for each Seller Party issued by the Secretary of State of its state of organization or incorporation and of each jurisdiction where its chief executive office or principal place of business is located, each of which is listed below: (a) Seller: Nevada (b) Servicer: Nevada 5. A certificate of the Secretary of each Seller Party certifying (i) the names and signatures of the officers authorized on its behalf to execute this Agreement and any other documents to be delivered by it hereunder and (ii) a copy of such Person’s By-Laws or Operating Agreement. 6. Time stamped receipt copies of proper financing statements and/or financing statement amendments naming Seller as debtor and Agent as secured party, duly filed under the UCC on or before the date hereof in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable, under the UCC of all appropriate jurisdictions or any comparable law in order to perfect the ownership interests contemplated by this Agreement.
Sample 1

Related to Documents to Be Delivered in Connection

  • Documents to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

  • Documents to be Delivered by Seller At Closing At or prior to the Closing, Seller shall deliver or cause to be delivered to Purchaser the following, all in form and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptions; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion of the Removable Exceptions; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closing; and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreement.

  • DOCUMENTS TO BE DELIVERED AT CLOSING At the Initial Closing, each Grantor which is a party hereto shall, directly or indirectly or through the attorney-in-fact appointed pursuant to Article 5 hereof, execute, acknowledge where deemed desirable or necessary by Optionee, and deliver to the Closing Agent, in addition to any other documents mentioned elsewhere herein, the following: (a) An assignment and xxxx of sale (the “Assignment”), which shall be in a form satisfactory to Optionee, containing a warranty of title that such Grantor owns such Grantor’s Contributed Interest free and clear of all Encumbrances (as defined in Section 3.1) and reaffirming the accuracy of all representations and warranties and the satisfaction of all covenants made by such Grantor in Article 3 hereof. (b) If requested by Optionee, a certified copy of all appropriate entity resolutions or actions and any other evidence requested by Optionee authorizing the execution, delivery and performance by Grantor of this Option Agreement, the Ancillary Agreements, if any, and the Closing Documents, and any other instrument evidencing that all of Grantor’s representations and warranties remain true and correct as of the date of the IPO Closing. (c) If requested by Optionee in the case of any Grantor which is a corporation, limited liability company, partnership, trust or other entity, an opinion from counsel for such Grantor in form and content reasonably acceptable to Optionee substantially to the effect that: (i) such Grantor is a limited partnership, corporation, limited liability company or trust duly organized, validly existing and in good standing under the laws of the state of its organization and had and has all applicable power and authority to enter into, delivery and perform this Option Agreement, the Ancillary Agreements, if any, and the Closing Documents; (ii) the execution, delivery and performance of this Option Agreement, the Ancillary Agreements, if any, and the Closing Documents, and the transactions contemplated hereby and thereby, (x) do not and will not constitute a breach or a violation of Grantor’s partnership agreement, declaration of trust, operating agreement, charter or bylaws, as applicable (y) do not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor or the Property or require the Grantor to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that has not been obtained or made or which does not remain in effect; and (z) do not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of, any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Grantor is a party or by which the property of the Grantor is bound or affected, or result in the creation of any Encumbrance (as defined in Section 3.1) on any of the Contributed Interests; and (iii) all applicable entity action necessary for such Grantor to execute and deliver this Option Agreement, the Ancillary Agreements, if any, and the Closing Documents has been taken and that the same have been validly executed and delivered and are the valid and binding obligations of such Grantor enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights and remedies generally. (d) An affidavit establishing an exemption from the withholding requirements of the Foreign Investment in Real Property Tax (FIRPTA), as amended. (e) Pledge Agreements, satisfactory to Optionee, by each Grantor for the Units conveyed to such Grantor to secure the indemnification obligations described in Article VII for the period commencing on the IPO Closing Date and ending on the first anniversary thereof. (f) Evidence reasonably satisfactory to Optionee that the franchisor of the Property has consented to the change of control of the Contributed Entity as required by the currently effective franchise agreement relating to the Property or that a new franchise agreement between the Contributed Entity and the Property’s franchisor has been executed as of the date of the Initial Closing. (g) Evidence reasonably satisfactory to Optionee that the lender of any borrowed money as set forth on Schedule 3.1 has consented to the transfer of the Property to the Optionee as required by any loan document, deed of trust, mortgage or other evidence of indebtedness related to the Property. (h) Evidence reasonably satisfactory to Optionee that any certificates, approvals, licenses, authorities or permits issued by local, state or federal agencies or bodies necessary to conduct the business conducted by the Contributed Entity on the Property have been transferred to the Optionee or the Optionee’s designee effective as of the date of the Initial Closing. (i) Evidence reasonably satisfactory to Optionee that the insurance policies necessary or desirable to conduct the business conducted by the Contributed Entity on the Property have been transferred to the Optionee or the Optionee’s designee effective as of the date of the Initial Closing. (j) Evidence reasonably satisfactory to Optionee that the Property is properly licensed to serve alcoholic beverages, whether by owner license, third party contract or otherwise, as permitted by applicable law. (k) Evidence reasonably satisfactory to Optionee that all required consents of lessors and permits necessary to conduct the business conducted by the Contributed Entity with respect to the Property have been obtained. (l) Any other documents reasonably necessary to assign, transfer and convey such Grantor’s Contributed Interest and effectuate the transactions contemplated hereby, including filings with any applicable governmental jurisdiction in which the Optionee is required to file its partnership documentation.

  • Documents to be Delivered by Buyer At the Closing, Buyer shall deliver to Company the following documents, in each case duly executed or otherwise in proper form:

  • Documents to be Delivered by Holder(s) Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

  • Documents to be Delivered by Xxxxxx(s) Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

  • Items to be Delivered at Closing At the Closing and subject to the terms and conditions herein contained: (a) Seller shall deliver to the Buying Parties the following: (i) such bills of sale with covenants of warranty, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to the Buying Parties and their counsel, as shall be necessary and effective to transfer and assign to and vest in the Buying Parties all of Seller's right, title and interest in and to the Assets, including without limitation, (A) good and valid title in and to all of the Assets owned by Seller, (B) good and valid leasehold interests in and to all of the Assets leased by Seller as lessee, and (C) all of Seller's rights under all agreements, contracts, commitments, instruments and other documents included in the Assets to which Seller is a party or by which it has rights on the Closing Date; (ii) original instruments of consent or waiver duly executed by third parties with respect to any contracts, agreements, leases or other rights or obligations being transferred to the Buying Parties hereunder and requiring a consent or waiver therefore; (iii) a duly executed copy of a Management Agreement (the "Management Agreement"), in the form annexed hereto as EXHIBIT D; and (iv) such other certificates and documents as the Buying Parties or their counsel may reasonably request. (b) Shawx xxxll deliver to the Buying Parties the following: (i) a duly executed copy of an Employment Agreement and Covenant Not to Compete (the "Employment Agreement), in the form annexed hereto as EXHIBIT E which by virtue of the substantial goodwill associated with the employment of Shawx will contain a liquidated damages provision in the amount of Five Hundred Thousand and no/100 Dollars ($500,000.00) if Shawx xxxves the employ of Diasti without cause or is discharged for cause; (ii) a duly executed copy of a Lease Agreement (the "Lease Agreement), in the form annexed hereto as EXHIBIT F; (iii) a duly executed copy of a Consulting Agreement in the form annexed hereto as EXHIBIT G; and (iv) such other certificates and documents as the Buying Parties or their counsel may reasonably request. Simultaneously with delivery of the items set forth in subsections (a) and (b) of this Section 2.2, Seller shall take all such steps as may be required to put the Buying Parties in actual possession and operating control of the Assets. (c) The Buying Parties shall deliver to Seller the following: (i) the portion of the Purchase Price due at Closing; (ii) the Coast Note; (iii) the Diasti Note; (iv) a duly executed copy of the Management Agreement; and (v) such other certificates and documents as Seller or its counsel may reasonably request. (d) The Buying Parties shall deliver to Shawx xxx following: (i) the Shawx Xxxe; (ii) a duly executed copy of the Employment Agreement; (iii) a duly executed copy of the Lease Agreement; (iv) a duly executed copy of the Consulting Agreement; and (v) such other certificates and documents as Shawx xx his counsel may reasonably request.

  • Documents to be Delivered by the Seller On the 2021-B Closing Date, the Seller will deliver such other documents as the Purchaser may reasonably request.

  • Documents to be Furnished The following documents, including any amendments thereto, will be provided contemporaneously with the execution of the Agreement to the Custodian by the Trust: (a) A copy of the Trust’s declaration of trust, certified by the Secretary; (b) A copy of the Trust’s bylaws, certified by the Secretary; (c) A copy of the resolution of the Board of Trustees of the Trust appointing the Custodian, certified by the Secretary; (d) A copy of the current prospectus of the Fund (the “Prospectus”); (e) A certification of the Chairman or the President and the Secretary of the Trust setting forth the names and signatures of the current Officers of the Trust and other Authorized Persons; and (f) An executed authorization required by the Shareholder Communications Act of 1985, attached hereto as Exhibit E.

  • Documents Required to be Delivered on each Issuance Notice Date The Agent’s obligation to use its commercially reasonable efforts to place Shares hereunder shall additionally be conditioned upon the delivery to the Agent on or before the Issuance Notice Date of a certificate in form and substance reasonably satisfactory to the Agent, executed by the Chief Executive Officer, President or Chief Financial Officer of the Company, to the effect that all conditions to the delivery of such Issuance Notice shall have been satisfied as at the date of such certificate (which certificate shall not be required if the foregoing representations shall be set forth in the Issuance Notice).

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