Execution and Delivery of Documents. IT WAS RESOLVED that:
(a) it would promote the success of the Company for the benefit of its members as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture;
(b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved;
(c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit);
(d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (...
Execution and Delivery of Documents. Each Credit Party shall have duly authorized, executed and delivered all documents required hereunder, all in form and substance satisfactory to the Administrative Agent. Such documents may be delivered to the Administrative Agent (or its counsel) by way of facsimile or other means of electronic transmission (i.e., “pdf”), provided that such number of original copies as may be reasonably requested shall be delivered by or on behalf of the Borrower to the Administrative Agent (or its counsel) within 7 days of the Effective Date.
Execution and Delivery of Documents. Developer shall have executed and, as necessary for recordation, shall have had acknowledged, any documents required hereunder and shall have delivered such documents into Escrow.
Execution and Delivery of Documents. On or before the Closing Date, the Sellers shall have executed and delivered to the Purchaser all the items listed in Paragraph 13 hereof.
Execution and Delivery of Documents. Each Credit Party and each other party to any Loan Document, as applicable, shall have executed and delivered each of the following documents, each of which shall be in form and substance satisfactory to Lender:
(i) This Agreement;
(ii) The Revolving Note;
(iii) Each Guaranty required by Lender;
(iv) All Deposit Account Control Agreements required by Lender;
(v) A pledge agreement in favor of Lender pursuant to which each Borrower pledges 100% of the Equity Interests issued by each of such Borrower’s Subsidiaries, which pledge shall be granted as security for the full and final payment and performance of the Obligations;
(vi) A Collateral Disclosure Certificate duly completed by Borrowers;
(vii) Subordination Agreements from all Guarantors, Affiliates, and other Persons as Lender may require;
(viii) All Third Party Agreements Lender may require;
(ix) Affidavits regarding out-of-state execution and delivery of, and out-of-state acceptance of, this Loan Agreement and the Notes;
(x) A certificate regarding license agreements and a certificate regarding material customer contracts, each executed by an officer of Borrower Agent;
(xi) A complete and final payoff letter from any lender whose outstanding Debt is to be paid in full with the proceeds of the initial Loans;
(xii) A fully executed Telephone Instruction Letter;
(xiii) A secretary’s certificate (or substantively similar document acceptable to Lender) for each Credit Party which shall include, either directly or by incorporated attachments, (A) certifications as to the incumbency of each of such Credit Party’s officers, together with specimen signatures of those of those officers who will have the authority to execute documents on behalf of such Credit Party; (B) true and complete copies of (1) such Credit Party’s articles or certificate of incorporation, organization, or formation; (2) such Credit Party’s bylaws, operating agreement, partnership agreement or other constitutional documents; and (3) resolutions of the appropriate governing body or board authorizing the transaction contemplated herein; and (C) certifications as to such other matters as Lender may require;
(xiv) The legal opinions of each Credit Party’s legal counsel addressed to Lender regarding the matters set forth in Exhibit 4.1, attached hereto and made a part hereof, and such other matters as Lender and its counsel may request;
(xv) A Borrowing Base Certificate duly completed by Borrowers, together with all supporting statements, sched...
Execution and Delivery of Documents. City shall have executed and, as necessary for recordation, shall have had acknowledged, any documents required hereunder and shall have delivered such documents into Escrow.
Execution and Delivery of Documents. The Lender shall have received the following, duly executed and delivered and in form and substance satisfactory to the Lender and its counsel:
a) this Agreement;
b) the Note in the form of Exhibit A hereto; and
c) such other documents and information as the Lender may reasonably request in connection herewith. The foregoing documents are referenced to herein as the "Basic Documents."
Execution and Delivery of Documents. On or prior to execution of this Agreement:
2.1 D&B Co shall deliver to the Authority the documents referred to in Section 1 (Documents to be Delivered by D&B Co) of Schedule 2 (Completion Documents) (unless the requirement to deliver any such document is waived by the Authority by written notice to D&B Co); and
2.2 the Authority shall deliver to D&B Co the documents referred to in Section 2 (Documents to be Delivered by the Authority) of Schedule 2 (Completion Documents) (unless the requirement to deliver any such document is waived by D&B Co by written notice to the Authority).
Execution and Delivery of Documents. InterCept shall have executed ----------------------------------- and delivered all the documents required by this Agreement; and all other agreements, certificates, and other documents delivered by InterCept to the Company and Shareholder hereunder shall be in form and substance satisfactory to counsel for the Company and Shareholder.
Execution and Delivery of Documents. Seller shall have executed and delivered to Buyers any and all documents and instruments contemplated by this Agreement and such document as reasonably requested by Buyers in order to consummate the Transactions.
