Common use of Execution and Delivery of Documents Clause in Contracts

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, schedules, and reconciliations as required by Lender; and (xvi) All additional opinions, documents, certificates, and other assurances that Lender or its counsel may reasonably require.

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 LenderLender and its legal counsel in their discretion: (i) This Agreement; (ii) The Revolving Each Note; (iii) Each Guaranty (if any) required by LenderLender as of the Closing Date; (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 in substantially the form of Exhibit 4.1(a)(v), or 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 that is an Entity from a Senior Officer thereof (or other knowledgeable and duly authorized officer or other representative) 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 Governing Board authorizing the transaction contemplated herein; and (C) certifications as to such other matters as Lender may require; (xivv) The legal opinions An authorization agreement in substantially the form of each Credit Party’s legal counsel addressed Exhibit 4.1(a)(vi), or a substantively similar document acceptable to Lender regarding in respect of, among other things, Lender’s reliance on borrowing instructions from certain representatives of Borrowers; (vi) Reserved; (vii) A closing certificate in substantially the matters form of Exhibit 4.1(a)(ix), or a substantively similar document acceptable to Lender, from a knowledgeable Senior Officer of Borrower Representative certifying that, after giving effect to the initial Loans made, any Letters of Credit issued and all other transactions contemplated to occur on the Closing Date, (i) each Borrower will be Solvent; (ii) no Default or Event of Default will exist; (iii) no Material Adverse Effect shall have occurred since the effective date of Borrower’s most recently reported audited financial statements; (iv) all conditions precedent set forth in Exhibit 4.1, attached hereto Section 4.1 and made a part hereof, Section 4.2 will have been satisfied; (v) reserved; and such other matters as Lender (vi) all representations and its counsel may requestwarranties set forth in Section 5 are true and correct; (xvviii) A Borrowing Base Certificate As applicable, (i) an initial Notice of Borrowing, duly completed by BorrowersBorrower Representative, together with detailing the uses of the proceeds of the initial disbursements of the Loans (which shall all supporting statementsbe for Permitted Purposes only) and (ii) all LC Documents in regard to any initial Letter of Credit (which, scheduleslikewise, and reconciliations as required by Lendershall be for Permitted Purposes only); (ix) Reserved; (x) Reserved; and (xvixi) All Any and all additional opinions, documents, certificates, and other assurances that Lender or its legal counsel may reasonably require.

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 Each Note; (iii) Each Guaranty required by LenderLender as of the Closing Date from each Subsidiary Guarantor; (iv) All Deposit Account Control Agreements deposit account control agreements, securities account control agreements, required by Lender; (v) A pledge agreement in favor of Lender pursuant to which by and between each Borrower pledges 100% of the Obligor owning Equity Interests issued by each in any other Obligor or Obligors and Lender with respect to the pledge of such Borrower’s Subsidiaries, which pledge shall be granted Equity Interests to Lender as security for the full Obligations; . (vi) A remittance direction letter signed by Borrower Agent addressed to PNC National Bank and final payment co-signed by PNC National Bank or other, similar documentation having substantially the same effect and performance of the Obligationsotherwise satisfactory to Lender, in its Permitted Discretion; (vivii) [Intentionally Omitted]; (viii) [Intentionally Omitted]; (ix) A Collateral Disclosure Certificate duly completed by Borrowers; (vii) Subordination Agreements from all Guarantors, Affiliates, each Obligor and each other Persons as Lender may require; (viii) All Third credit 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 Notesrequested to do so by Lender; (x) A certificate regarding license agreements and a certificate regarding material customer contractsThe initial Notice of Borrowing, each executed duly completed by an officer of Borrower Agent, detailing the uses of the proceeds of the initial disbursements of the Loans (which shall all be for Permitted Purposes only); (xi) [Intentionally Omitted]; (xii) [Intentionally Omitted]; (xiii) [Intentionally Omitted;] (xiv) A complete and final payoff letter from PNC National Bank and any lender whose outstanding other creditor to which any Obligor has Debt which is to be paid in full with the proceeds of the initial Loans; (xv) A closing certificate from a Senior Officer of Borrower Agent certifying as Obligors’ Solvency, their compliance with those the conditions precedent set forth in clause (xii) A fully executed Telephone Instruction Letterof subsection (b) of this Section 4.1 and as to such other matters concerning Obligors relevant hereto as Lender in its Permitted Discretion may request; (xiiixvi) A secretary’s certificate (or substantively similar document acceptable to Lender) for each Credit Party that is an entity 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; (xivxvii) The legal opinions opinion of each Credit Party’s legal counsel addressed to Lender regarding the such matters set forth in Exhibit 4.1, attached relevant hereto and made a part hereof, and such other matters as Lender and its counsel may reasonably request; (xvxviii) A An initial Borrowing Base Certificate duly completed by BorrowersBorrower Agent, together with all supporting statements, schedules, and reconciliations as may be required by Lender, in its Permitted Discretion, consistent with Section 6.6(a) in connection therewith; and (xvixix) All Any and all additional opinions, documents, certificates, and other assurances that Lender or its counsel may reasonably requirerequire in connection therwith, in its Permitted Discretion.

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 and the Term Note; (iii) Each Guaranty required by Lender; (iv) All Deposit Account Control Agreements deposit account control agreements, securities account control agreements, and commodities 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 Collateral Disclosure Certificate duly completed 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 BorrowersLandlord Agreement from the owner/lessor of Borrower’s leased business premises located 00000 Xxxxxx Xxxxxxxxx, Brooksville, Florida 34613; (vii) Subordination Agreements from all GuarantorsA Certificate Regarding Purchase Documents, Affiliates, and other Persons as Lender may requireexecuted by an officer of Borrower; (viii) All Third Party Agreements Lender may require; (ix) Affidavits regarding out-of-state execution A Collateral Assignment of Rights and delivery ofSums Due Under Purchase Agreement, 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 AgentBorrower, together with an Acknowledgement of Collateral Assignment of Rights and Sums Due Under Purchase Agreement, executed by Seller; (xiix) A complete and final payoff letter from any lender Lender whose outstanding Debt is to be paid in full with the proceeds of the initial Loans; (xiix) A fully executed Telephone Instruction Letter; (xiiixi) 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; (xivxii) The legal opinions opinion of each Credit Party’s legal counsel addressed to Lender, which is reasonably satisfactory in both form and substance to Lender regarding the matters set forth in Exhibit 4.1, attached hereto Lender’s sole and made a part hereof, and such other matters as Lender and its counsel may requestreasonable discretion; (xvxiii) A copy of Seller’s legal counsel opinion letter being delivered in connection with the MDS Acquisition which contains language which is reasonably satisfactory in both form and substance to Lender in Lender’s sole and reasonable discretion entitling Lender to rely on such legal opinion as if it were addressed to Lender; (xiv) A Borrowing Base Certificate duly completed by BorrowersBorrower, together with all supporting statements, schedules, and reconciliations as required by Lender; and (xvixv) All additional opinions, documents, certificates, and other assurances that Lender or its counsel may reasonably require.

Execution and Delivery of Documents. Each Credit Party The following documents shall have been executed and each other party to any Loan Documentdelivered by the Company or its Subsidiaries, as applicable, that are a party thereto, shall have executed in all respects be satisfactory to you in both form and delivered each of the following documentssubstance, each of which and shall be in form full force and substance satisfactory to Lendereffect with no event having occurred and then continuing thereunder that would constitute or provide a basis for termination thereof: (i) This this Agreement; (ii) The Revolving Notethe Notes; (iii) Each Guaranty required by Lenderthe Kalium Agreement; (iv) All Deposit Account Control Agreements required by Lenderthe Kalium Notes; (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 ObligationsIMC Guaranty; (vi) A Collateral Disclosure Certificate duly completed by Borrowersthe Kalium Guaranty; (vii) Subordination Agreements from all Guarantors, Affiliates, and other Persons as Lender may requirethe Subsidiary Guaranty; (viii) All Third Party Agreements Lender may requirethe Disclosure Letter; (ix) Affidavits regarding out-of-state execution and delivery of, and out-of-state acceptance of, this Loan Agreement and the NotesThe Guaranty Letter Agreement; (x) A certificate regarding license agreements certified copies of (1) the resolutions of the Board of Directors of the Company and each Relevant Subsidiary approving (as applicable) this Agreement, the Notes and each other Transaction Document to which it is or is to be a certificate regarding material customer contractsparty, and (2) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and each executed by an officer of Borrower Agentother Transaction Document; (xi) A complete and final payoff letter from any lender whose outstanding Debt is to be paid in full with the proceeds a copy of a certificate of the initial LoansSecretary of State of the state of incorporation of the Company and each Relevant Subsidiary (provided such Subsidiary is incorporated in the United States), dated reasonably near the Restatement Date, listing all charter documents of such Person and each amendment thereto on file in his office and certifying that (1) such amendments are the only amendments to such Person's charter on file in his office, (2) such Person has paid all franchise taxes to the date of such certificate and (3) such Person is duly incorporated and in good standing under the laws of the state of such Person's incorporation; (xii) A fully executed Telephone Instruction Lettera certificate of compliance issued under the Canada Business Corporations Act with respect to each Relevant Subsidiary that is a party to any Transaction Document and incorporated under the laws of Canada, together with a certified copy of the articles of each such Person; (xiii) A secretary’s a certificate (or substantively similar document acceptable of the Company and each Relevant Subsidiary that is a party to Lender) for each Credit Party any Transaction Document, dated the Restatement Date, the statements made in which certificate shall includebe true on and as of the Restatement Date, 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 signed on behalf of such Credit Party; (B) true and complete copies of Person, by its Secretary or any Assistant Secretary, certifying as to (1) the absence of any amendments to the charter of such Credit Party’s Person since the date of the Secretary of State's certificate referred to above or the certified copy of the articles or certificate of incorporationreferred to above, organizationother than amendments attached to such certificate, or formation; (2) a true and correct copy of the bylaws of such Credit Party’s bylawsPerson as in effect on the Restatement Date, operating agreement, partnership agreement or other constitutional documents; and (3) resolutions the absence of any proceeding for the appropriate governing body dissolution or board authorizing the transaction contemplated herein; and (C) certifications as to liquidation of such other matters as Lender may requirePerson; (xiv) The legal opinions a certificate of the Secretary or an Assistant Secretary of the Company and each Credit Party’s legal counsel addressed Relevant Subsidiary that is a party to Lender regarding any Transaction Document certifying the matters set forth in Exhibit 4.1, attached hereto names and made true signatures of the officers of such Person authorized to sign each Transaction Document to which it is or is to be a part hereof, and such other matters as Lender and its counsel may requestparty; (xv) A Borrowing Base Certificate certified copies of each of the Related Documents, duly completed executed by Borrowersthe parties thereto, together with all supporting statementsagreements, schedules, instruments and reconciliations as required by Lender; andother documents delivered in connection therewith; (xvi) All additional opinionsa favorable opinion of Blake, documentsXxxxxxx & Xxxxxxx and/or XxxXxxxxxx, certificatesXxxxxx & Tyerman, Canadian counsel for the Company and other assurances that Lender or its counsel certain Subsidiaries, in substantially the form of Exhibit C hereto and as to such matters as you may reasonably requirerequest; (xvii) a favorable opinion of Sidley & Austin, special counsel for the Company and each Relevant Subsidiary that is a party to any Transaction Document, in substantially the form of Exhibit D hereto and as to such matters as you may reasonably request; (xviii) a favorable opinion of Xxxxxxxxx X. Xxxxx, General Counsel of the Company, in substantially the form of Exhibit E hereto and as to such matters as you may reasonably request.

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 in form and substance reasonably satisfactory to the Purchasers and their counsel, shall have been duly executed and delivered: (i) Warrant Certificates for the purchase of which initially 806.45 Warrant Shares issued in the name of Primus and 3,225.81 Warrant Shares issued in the name of BOCP II; (ii) Senior Credit Agreement; (iii) Registration Rights Agreement; (iv) Rights Agreement; (v) Certified copies of the corporate resolutions of CCI authorizing the execution, delivery and performance of its obligations under this Agreement, the Notes, the Related Documents and any other documents to be delivered pursuant to this Agreement; (vi) Certified copies of CCI's Certificate of Incorporation, including any and all amendments thereto, and a certified copy of the bylaws of CCI as in effect on the Closing Date; (vii) A certificate of the Secretary of CCI certifying the names of the officers of CCI authorized to sign this Agreement, the Notes, the Warrant Certificates, the Related Documents and any other documents or certificates to be delivered pursuant to this Agreement by CCI, together with the true signatures of such officers; (viii) Evidence of the issuance to CCI of a key man life insurance policy in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) on the life of Xxxxx X. Xxxxx, and One Million Dollars ($1,000,000) on the life of Xxxx St. Pierre, naming CCI as the sole beneficiary ("Key Man Policies"); (ix) Payment of the closing fee of $40,000 and $10,000 shall be have been made to BOCP II and Primus, respectively; (x) An opinion of counsel for CCI, addressed to the Purchasers, 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 Purchasers and final payment their counsel; 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 Such 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, schedules, and reconciliations as required by Lender; and (xvi) All additional opinions, documents, certificates, affidavits, documents and other assurances that Lender filings, including any and all UCC filings, as the Purchasers may deem reasonably necessary or its counsel may reasonably requireappropriate.