Funding of the Grant Sample Clauses

Funding of the Grant. Upon completion of construction of the Facility pursuant to Section 3.6 above, Grantee shall submit to Triumph a Request for Funding for not more than the full amount of the Grant in the form attached as Exhibit “A” (the “Request for Funding”) in accordance with the Budget and shall submit information pursuant to a SmartSheet system by Xxxxxxx’s authorized users. The Request for Funding shall include the following items (A) through (H): (A) completed detailed final Project account spreadsheet (i.e., in a tab on the Budget); (B) a completed final Expense Itemization Sheet in a form provided by Triumph (“Expense Itemization Sheet”) for construction of the Facility and for each other Matching Funds category, together with invoices, receipts, or contracts from vendors providing equipment, materials, and services; (C) payroll ledgers, percentage of time dedicated to the Project, and job descriptions as they relate to the Project; (D) documentation evidencing the completion of the work that is the subject of the requested funding, (E) to the extent not already provided to Triumph under Section 5.3 below, copies of front and back of cancelled checks for funding, or copies of wire transfers or other Triumph approved forms of confirmations of payment; (F) [intentionally omitted]; (G) copies of the insurance policies required under this Agreement and evidence that such policies are in current force and effect; and (H) such other documents as Triumph shall reasonably require in order to determine that the proposed funding is consistent with the purposes of the Grant. Grantee shall notify the Triumph Program Administrator via email at such time as the Request for Funding is submitted. Notwithstanding anything to the contrary in this Agreement, the Request for Funding shall not be submitted for a funding request in excess of forth three percent (43%) the amount of the invoice(s) actually paid to contractors under the construction contract for the Facility (with the remaining fifty seven percent (57%) having been paid from Space Florida’s Matching Funds). In no event shall the cumulative funding made by Triumph exceed the $6,000,000 maximum amount of the Grant. Upon Triumph’s receipt of (a) notification to the Program Administrator, and (b) the Request for Funding that includes all required supporting documents, Triumph shall have forty- five (45) days from receipt to review and either approve or disapprove of the Request for Funding. If Triumph approves the Request for...
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Funding of the Grant. Grantee shall submit to Triumph a separate Request for Funding for each Budget category on the form attached hereto as Exhibit “A” and incorporated herein (a “Request for Funding”) in accordance with the Budget and shall submit information pursuant to a SmartSheet system by Grantee’s authorized users listed in Exhibit “C” attached hereto and incorporated herein. After the first Request for Funding, each subsequent Request for Funding may only be submitted after Triumph’s approval of the immediately preceding Request for Funding. Each Request for Funding shall include the following items (A) through (H): (A) completed detailed Project account spreadsheet (i.e., in a tab on the Budget), (B) a completed Expense Itemization Sheet in a form provided by Triumph (“Expense Itemization Sheet”) for each category of funds requested and a separate form for the Matching Funds category, together with invoices, receipts, or contracts from vendors providing equipment, materials, and services;
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Funding of the Grant. Provided and subject to the condition precedent that (i) the Grantee is irrevocably committed to contributing to the Company the Land (as defined in Section 5.2 below) in the Park, which Land shall have a fair market value of not less than $400,000,
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Funding of the Grant. Provided that (i) the Company has either (a) executed binding and enforceable construction contracts for the construction of its building facilities and purchase of equipment at the Park as shown on the Budget (the “C&E Improvements”) at a cost of not less than $22,000,000, with a reputable commercial contractor, which contract shall provide for a commencement and prosecution of construction on a timeline substantially concurrent with construction of the Project, or (b) subject to prior approval of Triumph, committed to constructing the C&E Improvements with a value of not less than $22,000,000 using in-house resources, and
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Funding of the Grant. Concurrently with the execution of this Agreement, Grantee may submit to Triumph a Request for Funding on the form attached hereto as Exhibit “A” and incorporated herein (a “Request for Funding”) pursuant to a SmartSheet system by Grantee’s authorized users listed in Exhibit “C” attached hereto and incorporated herein, in the full amount of the Grant (Two Million Five Hundred Thousand Dollars ($2,500,000)) to be used in connection with Grantee’s purchase of the Property in accordance with the Budget. The Request for Funding shall include evidence that all conditions and contingencies set forth above have been satisfied. Upon Triumph’s receipt of (a) notification to the Program Administrator, and (b) a Request for Funding that includes evidence that all conditions and contingencies set forth above have been satisfied, Triumph shall have forty-five (45) days from receipt to review and either approve or disapprove the Request for Funding. If Triumph approves the Request for Funding, then it shall fund the approved amount within thirty (30) days after approval. If Triumph disapproves a Request for Funding, Triumph shall deliver a notice of disapproval within such forty-five (45) day period that states the reasons for such disapproval. If the stated reasons for disapproval can be cured by Grantee’s submittal of missing or corrective items, Grantee shall have thirty (30) days following receipt of the notice of disapproval to submit such missing or corrective items. If Triumph fails to notify Grantee of its disapproval of the Request for Funding within forty-five (45) days of receipt, such Request for Funding shall be deemed disapproved. If Triumph approves the Request for Funding, Triumph shall, at its option, fund the Grant either (i) to Grantee, with Grantee subsequently depositing the funds with the Closing Agent to consummate the Closing, (ii) to Grantee, as a reimbursement of funds that Grantee actually deposited with the Closing Agent in order to consummate the Closing, or (iii) directly to the Closing Agent. Within fifteen (15) days after the Closing, Grantee shall upload executed copies of the deed and settlement statement to Triumph’s SmartSheet system. The Grant shall be used solely for the purchase of the Property (including the purchase price and customary closing costs) and for no other purposes. Without limiting the generality of the foregoing, none of the Grant shall be used as a reimbursement of items purchased by Grantee prior to the date of thi...
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Funding of the Grant. Funding of the Grant shall occur and be conditional and subject to the clawbacks described in items (1) – (7) below and in Section 8 below, as follows: (1) Delivery of labor supply and demand analysis study to Triumph staff satisfaction, and Research/Management: $30,000 will be funded following execution of this Agreement, and an additional $30,000 will be funded after acceptance by Triumph of the completed study. Xxxxxxx’s failure to deliver the labor supply and demand analysis study by June 30, 2021 shall result in the initial $30,000 funding being clawed back by Triumph. (2) Completion of photo/video/marketing materials to Triumph staff satisfaction: $50,000 will be funded following execution of this Agreement and delivery of a marketing plan, and an additional $50,000 will be funded following confirmation by Triumph of satisfactory completion of this task. Xxxxxxx’s failure to deliver the photo/video/marketing materials by June 30, 2021, shall result in the initial $50,000 funding being clawed back by Triumph. (3) Completion of occupation-specific ROI analysis using DOE education data warehouse (XXX) data. This component will not be undertaken by Xxxxxxx nor reimbursed by Triumph unless XXX XXX data are available. Once it is confirmed that DOE will provide these data, $25,000 will be funded following initiation of analysis of the XXX XXX data, and an additional $25,000 will be funded following Triumph’s acceptance of the completed analysis. Xxxxxxx’s failure to deliver the completed analysis by June 30, 2022 shall result in the initial $25,000 funding being clawed back by Triumph. (4) Year 2 update of previously completed labor supply and demand analysis and ROI analysis, and Research/Management: $31,000 will be funded following acceptance by Triumph of Xxxxxxx’s analysis plan, and an additional $24,000 will be funded following confirmation by Triumph of Xxxxxxx’s satisfactory completion of the analyses; provided, however, that both initial and final Xxxxx fundings shall be reduced by $12,000 (i.e., total of $24,000) if XXX XXX data are not available. Xxxxxxx’s failure to deliver the completed analysis by June 30, 2022 shall result in the initial funding (whether $31,000 or the reduced $19,000) being clawed back by Triumph. (5) Year 2 creation of additional marketing materials, and initiation of media buys: $50,000 will be funded following acceptance by Triumph staff of Xxxxxxx’s plan for development of Year 2 marketing materials, and an additional $50...
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Funding of the Grant. Awards of grants are typically limited to single purpose projects with a short-time frame for completion, such as purchase of new signage. Grants shall be funded in a single payment at the time an invoice is provided for the improvements approved for the project. The amount of the funding will be limited to 50% of the invoiced amount regardless of the amount of the initial award.
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Funding of the Grant. Concurrently with the execution of this Agreement, Grantee may submit to Triumph a Request for Funding on the form attached hereto as Exhibit “A” and incorporated herein (a “Request for Funding”) pursuant to a SmartSheet system by Grantee’s authorized users listed in Exhibit “C” attached hereto and incorporated herein, in the full amount of the Grant (Three Million Six Hundred Seventy Five Thousand Dollars ($3,675,000)) to be used in connection with Grantee’s purchase of the Property in accordance with the Budget. The Request for Funding shall include the following items (A) through (D): (A) completed detailed Project account spreadsheet (i.e., in a tab on the Budget), (B) a completed Expense Itemization Sheet in a form provided by Triumph (“Expense Itemization Sheet”); (C) copies of the Closing Documents, and (D) such other documents as Triumph shall require in order to determine that the funding is consistent with the purposes of the Grant. In no event shall the cumulative fundings made by Triumph exceed the $3,675,000 maximum amount of the Grant. Upon Triumph’s receipt of (a) notification to the Program Administrator at xxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx (or such other address as Triumph shall specify), and (b) a Request for Funding that includes all required supporting documents, Triumph shall have forty- five (45) days from receipt to review and either approve or disapprove the Request for Funding. If Triumph approves the Request for Funding, then it shall fund the approved amount within thirty
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Funding of the Grant 
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Related to Funding of the Grant

  • Timing of the Grant 5.1 Payments will be made in accordance with Schedule 2, to be paid within 21 working days. 5.2 In order for any payment to be released, the Commissioner will require the Recipient to: 5.2.1 have signed and returned a copy of this Grant Agreement to the Commissioner; 5.2.2 have provided the appropriate bank details; and 5.2.3 be in compliance with the terms and conditions of this Grant Agreement. 5.3 The Commissioner reserves the right to withhold all or any payments of the Grant if the Commissioner has reasonably requested information or documentation from the Recipient and this has not been received by the Commissioner in the timescales reasonably required. 5.4 The Commissioner is not permitted to pay the Grant in advance of need. If the Commissioner reasonably believes that payment is being made in advance of need, it may change the timing and/or the amount of any outstanding Grant payments.

  • Payment of the Grant 8.1 The Commonwealth agrees to pay the Grant to the Grantee in accordance with the Grant Details. 8.2 The Commonwealth may by notice withhold payment of any amount of the Grant where it reasonably believes the Grantee has not complied with this Agreement or is unable to undertake the Activity. 8.3 A notice under clause 8.2 will contain the reasons for any payment being withheld and the steps the Grantee can take to address those reasons. 8.4 The Commonwealth will pay the withheld amount once the Grantee has satisfactorily addressed the reasons contained in a notice under clause 8.2.

  • Nature of the Grant In accepting the mPRSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUs, or benefits in lieu of mPRSUs even if mPRSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

  • Funding of Loans The Lenders agree that the Administrative Agent may assume that each Lender will fund timely its pro rata portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (a) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate or a rate determined by the Administrative Agent in accordance with banking industry customs and rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (b) in the case of a payment to be made by the Borrowers, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such share included in the subject borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

  • Funding of Revolving Loans Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender will make its pro rata share of the Revolving Loans available to the Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit (in U.S. dollars) of immediately available funds at the offices of the Administrative Agent at its principal office in New York, New York, or at such other address as the Administrative Agent may designate in writing. All Revolving Loans shall be made by the Lenders pro rata on the basis of each Lender's Commitment Percentage. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the relevant Borrower and such Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or such Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to such Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (a) from such Borrower at the applicable rate for such Loan pursuant to the Notice of Borrowing and (b) from a Lender at the Federal Funds Rate.

  • Purpose of the Grant I.1.1 The Commission has decided to award a grant, under the terms and conditions set out in the Special Conditions, the General Conditions and the Annexes to the agreement, which the beneficiary hereby declares that he has taken note of and accepts, for the action entitled […] ("the action"). I.1.2 The beneficiary accepts the grant and undertakes to do everything in his power to carry out the action as described in Xxxxx X, acting on his own responsibility.

  • Funding of Borrowings (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided, that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower as specified in the applicable Borrowing Request; provided, that ABR Revolving Loans and Swingline Borrowings made to finance the reimbursement of a L/C Disbursement and reimbursements as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with clause (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of (A) the Federal Funds Effective Rate and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to ABR Loans at such time. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (c) The foregoing notwithstanding, the Administrative Agent, in its sole discretion, may from its own funds make a Revolving Facility Loan on behalf of the Lenders (including by means of Swingline Loans to the Borrower). In such event, the applicable Lenders on behalf of whom the Administrative Agent made the Revolving Facility Loan shall reimburse the Administrative Agent for all or any portion of such Revolving Facility Loan made on its behalf upon written notice given to each applicable Lender not later than 2:00 p.m., Local Time, on the Business Day such reimbursement is requested. The entire amount of interest attributable to such Revolving Facility Loan for the period from and including the date on which such Revolving Facility Loan was made on such Lender’s behalf to but excluding the date the Administrative Agent is reimbursed in respect of such Revolving Facility Loan by such Lender shall be paid to the Administrative Agent for its own account.

  • Refunding of Swing Line Loans (a) Either the Swing Line Agent or the Administrative Agent, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b), each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lenders. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above. (b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1). (c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a). Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “Swing Line Participation Amount”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in their Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a).

  • Funding of Advances (a) Subject to the satisfaction of the conditions precedent set forth in Section 6.2, the Borrower may request Advances hereunder by giving notice to the Facility Agent, each Agent and the Collateral Agent of the proposed Advance at or prior to 2:00 p.m., New York City time, at least one (1) Business Day prior to the proposed Advance Date. Such notice (herein called the “Advance Request”) shall be in the form of Exhibit C-1 and shall include (among other things) the proposed Advance Date and amount of such proposed Advance, and shall, if applicable, be accompanied by an Asset Approval Request setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Advance Date (if applicable). The amount of any Advance shall at least be equal to the least of (w) the Dollar equivalent of $500,000 in an Eligible Currency, (x) the (1) Borrowing Base on such day minus (2) the Advances Outstanding on such day, (y) the (1) Facility Amount on such day minus (2) the Advances Outstanding on such day and (z) only in the case of Advances other than Dollar Advances, the (1) Foreign Currency Sublimit on such day minus (2) the Foreign Currency Advance Amount on such day, in each case, before giving effect to the requested Advance as of such date. Any Advance Request given by the Borrower pursuant to this Section 2.2, shall be irrevocable and binding on the Borrower. The Facility Agent shall have no obligation to lend funds hereunder in its capacity as Facility Agent. Subject to receipt by the Collateral Agent of an Officer’s Certificate of the Borrower confirming the satisfaction of the conditions precedent set forth in Section 6.2, and the Collateral Agent’s receipt of such funds from the Lenders, the Collateral Agent shall make the proceeds of such requested Advances available to the Borrower by deposit to such account as may be designated by the Borrower in the Advance Request in same day funds no later than 3:00 p.m., New York City time, on such Advance Date.

  • First Credit Event On the Closing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a written opinion of (i) Weil, Gotshal & Xxxxxx LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) Xxxxxx Xxxxxxx LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (n) of this Section 4.02 as of the Closing Date.

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