Documents to be Received. Lenders' obligations to cause the issuance of the Letters of Credit as set forth in Section 2.1 hereof are subject to the conditions precedent that, on or prior to the Date of Delivery, Lenders shall receive the following documents, all in form and substance satisfactory to Lenders:
(a) executed counterparts of this Agreement, the Security Agreement and the Reimbursement Loan Note, which shall be duly executed and dated by the Corporation (except for the schedule attached thereto, which shall be undated and blank as to amount);
(b) a certificate of the appropriate officer(s) of the Corporation certifying (i) that the statements contained in Sections 3.2(a) and 5.1 are true and correct, (ii) the name and true signatures of the officers of the Corporation authorized to sign this Agreement and the other documents to be delivered by the Corporation hereunder (iii) the resolutions required by Section 3.2(b) and (iv) as to such other matters as Lenders shall determine, in substantially the form attached hereto as Exhibit E;
(c) all filings, notices and recordings necessary to perfect the security interest granted Lenders pursuant to the Security Agreement shall have been delivered to Lenders;
(d) the Warrants ("each, a "Warrant" and together, the "Warrants") duly executed and delivered by Corporation in the forms attached hereto as Exhibit F and Exhibit G;
(e) such other documents, certificates, instruments, approvals or filings as Lenders may reasonably deem necessary or appropriate, including without limitation an opinion of counsel of Corporation that each of the Transaction Documents has been duly authorized, executed and delivered.
Documents to be Received. The Credit Bank's obligation ------------------------ to issue the Letter of Credit as set forth in Section 2.1 hereof is subject to the conditions precedent that, on or prior to the Date of Issuance, the Credit Bank shall receive the following documents, all in form and substance satisfactory to the Credit Bank and its Special Counsel:
(a) a copy of the articles of incorporation and by-laws of the Borrower, certified as of the date of the delivery of the Bonds by the authorized officers of the Borrower showing authorization for, among other things, the execution, delivery and performance by the Borrower of this Agreement and the Bond Documents to which Xxxxxxxx is a party and authorizing Borrower to obtain the issuance of the Letter of Credit and certified copies of all other documents evidencing any other action of Borrower taken with respect thereto;
(b) a certificate, signed by the authorized officers of the Borrower, dated the date of the delivery of the Bonds, to the effect that:
(i) The representations and agreements of Borrower contained in this Agreement and each of the Bond Documents to which it is a party are true, complete and correct in all material respects as of the Date of Issuance;
(ii) Borrower has complied with all agreements, covenants and conditions to be complied with by Borrower at or prior to the Date of Issuance under this Agreement and each of the Bond Documents to which it is a party;
(iii) No event affecting Borrower has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect, as of the Date of Issuance, the statements or information contained in the Official Statement concerning Borrower or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein concerning Borrower not misleading in any material respect;
(iv) The information concerning Borrower and the Project contained in the Official Statement and the appendices thereto does not contain any untrue statement of a material fact or omit to state any fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; and
(v) No Event of Default has occurred and is continuing, or would result from the issuance of the Letter of Credit, the making of this Agreement or any of the other Bond Documents to which Borrower is a party, and no event...
Documents to be Received. With respect to an exchange of Company Securities, the Paying Agent shall receive (i) a Letter of Transmittal (or facsimiles thereof), properly executed in accordance with the instructions therein, (ii) subject to Section 3(i) hereof, a Company stock certificate(s) or convertible note (the “Certificate(s)”) from the Payees listed on the Distribution Schedule attached hereto as Exhibit A representing the Company Securities, and (iii) all other instruments and communications submitted to the Paying Agent in connection with the exchange of the Certificate(s), and the Paying Agent shall preserve the same, and upon request will deliver a copy of the same to Parent or otherwise disposed of them in accordance with the written instructions of the Parent.
Documents to be Received. The PLM Lease Agreement with respect to the Trailers shall be terminated as of the Closing Date.
Documents to be Received. On or before the Closing Date, Purchaser shall have received:
(i) the original certificate of title for each Trailer, duly executed by PTEC or Seller, whichever entity is listed as the registered owner thereupon, and related applications for registration of the Trailers, duly executed by PTEC or Seller, as applicable, if required, in order to effect a transfer of title (and in proper form for filing with the appropriate state wherein Purchaser has been identified as the purchaser of such Trailer;
(ii) the Cypress Management Agreement, duly executed by Manager;
(iii) the Consent Agreement, duly executed by XTRA;
(iv) certificate(s) of insurance, satisfactory to Purchaser, confirming that Purchaser is, or effective upon the Closing Date, will become, an additional insured under the liability insurance, and loss payee under the property coverage insurance, required to be maintained by Manager with respect to the Trailers in accordance with the provisions of the Cypress Management Agreement and the XTRA Management Agreement; and
(v) Evidence that the PLM Lease Agreement with respect to the Trailers shall have been terminated as of the Closing Date.
Documents to be Received. The Bank's obligation to make the initial Advance under the Loan is subject to the condition precedent that, on or prior to such initial Advance, the Bank shall receive the following documents, all in form and substance satisfactory to the Bank:
Documents to be Received. Agent shall have received the following documents, all in form and substance satisfactory to Agent:
(i) executed counterparts of each Series 1993 Bond Document (other than the Series 1993 Resolution); provided that with respect to the Series 1993 Bonds, Agent may receive a Series 1993 Bond marked as a “specimen” or otherwise marked as “void” and shall not need to receive fully executed Series 1993 Bonds;
(ii) certified copies of the resolution or resolutions of Borrower authorizing, as applicable, the execution and delivery of, and the performance by Borrower of its obligations under, this Agreement and each Series 1993 Bond Document, and certified copies of all other documents evidencing any other action of Borrower taken with respect thereto;
(iii) an opinion of Xxxxxxxxxx & Xxxxx LLP, counsel to the Issuing Bank, in form and substance satisfactory to the Issuing Bank, as to such matters as the Issuing Bank may reasonably request;
(iv) an opinion of Xxxx & Valentine, counsel to the Series 1993 Underwriter, in form and substance satisfactory to Agent, as to such matters as Agent may reasonably request;
(v) an opinion of Xxxxx Xxxxxxxxxx, counsel to Borrower, in form and substance satisfactory to Agent, as to such matters as Agent may reasonably request;
(vi) an opinion of Xxxxxx & Xxxxxxx, bond counsel, in form and substance satisfactory to Agent, that interest on the Series 1993 Bonds is excludable from gross income for federal income tax purposes and as to such other matters as Agent may reasonably request; 85
(vii) an opinion of Borrower’s in-house counsel, in form and substance satisfactory to Agent, as to such matters as Agent may reasonably request;
(viii) an opinion of Xxxx & Valentine, counsel to the Series 1993 Trustee and the Series 1993 Tender Agent, in form and substance satisfactory to Agent, as to such matters as Agent may reasonably request;
(ix) copies of the Series 1993 Official Statement;
(x) a rating from S&P of the Series 1993 Bonds equal to the S&P rating of the Issuing Bank, to be evidenced by delivery of a rating letter from S&P; and
(xi) such other documents, certificates, opinions, approvals or filings with respect to the Series 1993 Bond Documents and this Agreement as Agent shall reasonably request.
Documents to be Received by Razorfish or the Merger Sub at Closing.
(a) At the Closing, Razorfish shall have received:
(i) Letter dated as of the Closing Date, addressed to itself and the Target, from PricewaterhouseCoopers LLP stating in substance that the Merger can properly be accounted for as a "pooling of interests" transaction;
(ii) Written letters of resignation addressed to the Target from each of the current members of its Board of Directors, in each case effective immediately upon the Effective Time;
(iii) The opinion letter (A) from Koo, Xxxxxxxx & Xxx-Xxx, LLP, counsel to the Target, dated the Closing Date, in the form attached as Exhibit B and (B) from Skadden, Arps, Slate, Xxxxxxx & --------- Xxxx LLP, counsel to the Target, dated the Closing Date, in the form attached as Exhibit C; ---------
(iv) Copies of resolutions of the Board of Directors of Target, certified by a Secretary, Assistant Secretary or other appropriate officer of the Target, authorizing the execution, delivery and performance of the Transaction Agreements and the Merger, and copies of resolutions of the Stockholder (or written consent in lieu thereof), authorizing the execution, delivery and performance of the Transaction Agreements and the Merger;
(v) Good standing certificate of the Target for the State of New York;
(vi) The Transaction Agreements, in each case executed by the Target and the Stockholder, as appropriate;
(vii) The employment agreement, effective at the Effective Time, between the Stockholder and Razorfish on substantially the terms set forth in Exhibit D hereto, executed by the Stockholder; ---------
(viii) The employment agreements, effective at the Effective Time, between each of Xxxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxxxxxx and Xxxx Xxxxx and Razorfish on substantially the terms set forth in Exhibit E hereto, --------- one executed by each such employee; and
(ix) The Affiliate Letter in the form attached hereto as Exhibit G, executed by the Stockholder . ---------
(b) At the Closing, the Target and the Stockholder, as applicable, shall have received:
(i) Copies of resolutions of the Board of Directors of Razorfish and Re Merger Sub, certified by a Secretary, Assistant Secretary or other appropriate officer of the Target, authorizing the execution, delivery and performance of the Transaction Agreements and the Merger;
(ii) Copies of resolutions of Razorfish, as the sole stockholder of the Merger Sub (or written consent in lieu thereof), authori...
Documents to be Received. The Credit Bank's obligation to issue the Letter of Credit as set forth in Section 2.1 hereof is subject to the conditions precedent that, on or prior to the Date of Issuance, the Credit Bank shall receive the
Documents to be Received. As a condition precedent to the effectiveness of this Agreement, the Bank shall have received each of the following documents, each dated the date hereof, except as otherwise specified, in form and substance satisfactory to the Bank (all certificates evidencing Collateral to be delivered to the Collateral Agent):
(a) this Agreement, duly executed by the Obligor and the Collateral Agent;
(b) with respect to the Eligible Bonds, a copy of the Bond Indenture and all offering documents;
(c) an original of each Collateral Bond that is in definitive form, and a copy of each Collateral Bond that is in book-entry form, together with (i) an agreement of the Bond Trustee (A) to record the pledge of the Collateral Bond in favor of the Collateral Agent for the benefit of the Bank, the LOC Provider, TOB Liquidity Provider and the TOB Placement and Remarketing Agent, and (B) to make all payments on the Collateral Bond to the Collateral Agent; and (ii) with respect to each Collateral Bond indicated on Schedule II as a participation interest, the original participation certificate and all documentation creating such participation;
(d) an original of each Pledged Note and an agreement by the related Property Owner (i) not to incur any additional indebtedness (other than additional advances pursuant to the related Pledged Note) for so long as this Agreement is in effect, and (ii) to make all payments on the Pledged Note to the Collateral Agent;
(e) evidence satisfactory to the Bank of recordation in the applicable recording office of each Recorded Second Lien Mortgage and an assignment of such Recorded Second Lien Mortgage from the Obligor to the Bank, and payment by the Obligor of all related recording charges, title insurance fees and taxes and related charges or fees;
(f) each original executed Additional Second Lien Mortgage and an assignment thereof from the Obligor to the Bank, each in recordable form;
(g) all additional documentation deemed by the Bank in its sole discretion to be necessary for the perfection of all pledges hereunder;
(h) favorable opinions of counsel to the Obligor and each of the Property Owners of the Recorded Second Lien Properties, addressed to the Bank, in form and substance satisfactory to the Bank and its counsel concerning such matters as the Bank and its counsel may reasonably require;
(i) evidence that the Obligor has established a depository relationship with the Bank;
(j) immediately available funds for payment of all fees, deposits and o...
