Instruments and Certificates Clause Samples

Instruments and Certificates. All Instruments (other than promissory notes with a principal amount of less than $500,000) and all certificates representing certificated securities that are included in the Collateral, together with all necessary endorsements, have been delivered to the Agent, except (i) those permitted to be delivered under Section 8.36.4 of the Credit Agreement and (ii) those set forth on Schedule 11 hereto.

Instruments and Certificates. As of the date hereof, all Instruments which are certificated and all certificates representing securities that are included in the Collateral and required to be delivered to Secured Party hereunder, together with all necessary endorsements, have been delivered to Secured Party. -5- LEGAL\38647535\1 23300.0001.000/441081.000 LEGAL\39070223\2 (h) Names Used by Grantor. As of the date hereof, (i) the actual corporate name of Grantor is the name set forth in the preamble above; (ii) the Grantor has not had any name other than that stated in the preamble hereto or as set forth on Schedule 2 for the preceding five years; and (iii) no entity has merged into Grantor or been acquired by Grantor within the past five years except, as of the Closing Date, as set forth on Schedule 2 or otherwise as expressly permitted by the Loan Agreement.

Instruments and Certificates. The Grantor has granted a security interest in all of its assets, which security interest will be pari passu with the security interest granted to the Collateral Agent for the benefit of the Buyers pursuant to the Agreement, to holders of the following secured convertible promissory notes (the “Existing Promissory Notes”): Promissory Notes in the aggregate principal amount of $150,000 issued on January 29, 2009 to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, due January 29, 2010* with interest at 10% per annum. Promissory Notes in the aggregate principal amount of $200,000 issued on February 27, 2009 to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, due February 27, 2010* with interest at 10% per annum. Promissory Notes in the aggregate principal amount of $250,000 issued on March 30, 2009 to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, due March 30, 2010* with interest at 10% per annum. Promissory Notes in the aggregate principal amount of $250,000 issued on June 22, 2009 to accredited investors, due June 22, 2010 with interest at 10% per annum. Promissory Note in the principal amount of $150,000 issued on June 30, 2009 to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, due June 30, 2010 with interest at 10% per annum. Promissory Notes in the aggregate principal amount of $430,000 issued on August 21, 2009 to accredited investors, due August 21, 2010 with interest at 10% per annum. Promissory Notes in the aggregate principal amount of $250,000 issued on September 30, 2009 to accredited investors, due September 30, 2010 with interest at 10% per annum. Promissory Note in the principal amount of $250,000 issued on September 30, 2009 to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, due September 30, 2010 with interest at 10% per annum. Promissory Notes in the aggregate principal amount of $270,000 issued on October 14, 2009 to accredited investors, due October 14, 2010 with interest at 10% per annum. Promissory Notes in the aggregate principal amount of $50,000 issued on January 7, 2010 to ▇▇▇▇▇ ▇. Little, due January 7, 2011 with interest at 10% per annum. Promissory Note in the aggregate principal amount of $675,000 issued on June 4, 2010 to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, due January 31, 2012 with interest at 10% per annum. * These promissory notes have matured but the Company and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ have agreed to delay payment and conversion of these notes to a future date.

Instruments and Certificates. All Instruments and all certificates representing Pledged Securities that are included in the Collateral, together with all necessary endorsements, have been delivered to the Collateral Agent or to a Person that has agreed to hold such Instruments or certificates on behalf of the Collateral Agent for the purpose of perfecting the Collateral Agent’s security interests therein.

Instruments and Certificates. At the applicable Second Closing, upon satisfaction or waiver of the conditions set forth in Section 7.2(a), the Purchasers shall deliver, or cause to be delivered, to the Seller Companies substantially the same instruments, certificates and other documents that the Purchasers are required under Section 3.1(b) above to deliver to the Seller Companies at the First Closing with respect to the Florida Purchased Assets and the Georgia Purchased Assets, as the case may be, that are not Regulated Assets, provided that such instruments, certificates and other documents shall pertain to the Regulated Assets being transferred at the Florida Second Closing or the Georgia Second Closing, as the case may be, and shall be modified as necessary or appropriate to reflect the provisions of this Section 3.2, Section 7.2 and Section 2.1(d).

Instruments and Certificates. As of the Closing Date, all Instruments and all certificates representing securities that are included in the Collateral, together with all necessary endorsements, have been delivered to the Lender.