Loan Deliveries Sample Clauses

Loan Deliveries. At or prior to the Closing, Borrower shall deliver or cause to be delivered to Lender, the following items, each of which shall be satisfactory in form and substance to Lender (the “Closing Deliveries”): (a) originals duly executed and notarized, as appropriate, by Borrower of the Loan Documents; (b) the Organizational Agreements of Borrower; (c) certificates of existence and good standing for Borrower issued by the appropriate state authorities; (d) resolutions of the general partner, manager or other governing body (as evidenced by the Organizational Agreements) of Borrower, authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents, and the transactions contemplated hereby and thereby; Loan Agreement Pxxxxxxx Creek, Dxxxxx County, Texas 12 (e) copies of the liability insurance and casualty insurance policies covering Borrower and the Property, evidence of payment of the premiums therefor through at least one year and endorsements of such policies to Lender (in accordance with and meeting the requirements of Sections 10(o) and (p) hereof); (f) all written consents that are required with respect to or necessitated by this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby; (g) the following due diligence and Closing documents and materials: (i) a current appraisal assessing the fair market value of the Property, subject to Lender’s review and acceptance, completed by an appraiser acceptable to Lender, (ii) all environmental site assessments and reports with respect to the Property, including, but not limited to, a wetlands assessment, (iii) all engineering reports and studies, soil analysis, construction, structural and mechanical feasibility reports; all surveys, survey maps, plats and proposed plats; all development plans, construction plans, and other plans and specifications; all topographic, drainage and contour maps and all other reports, maps, studies and surveys of engineers, architects and others; (iv) certified copies of the deeds of conveyance conveying the Property to Borrower, (v) the fully executed settlement statement prepared by the Title Company, which must be approved by Lender prior to execution thereof, (vi) all sales and marketing plans for the Property, (vii) all contracts and agreements with developers, engineers, contractors, subcontractors, consultants and others relating to supervision and maintenance of, and other professional services relating to ...
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Loan Deliveries. At or prior to the closing of the Loan (except as set forth below), Borrower shall deliver or cause to be delivered to Lender, the following items, each of which shall be satisfactory in form and substance to Lender: (a) this Note and each other Loan Document, duly executed by Xxxxxxxx, the General Partner, and Millennium, as applicable; (b) the most recent financial statements of Borrower and the General Partner, Millennium and the Pledged Securities, in the form specified in Section 9(f), and accompanied by the certification required by Section 9(f); (c) a certified copy of Borrower’s, the General Partner’s, Millennium’s and the Pledged Securities’ formation documents and all amendments thereto; (d) certificates of existence and good standing for Borrower, the General Partner, Millennium and the Pledged Securities, issued by the appropriate state authorities; (e) resolutions of the General Partner and Millennium authorizing Xxxxxxxx’s, the General Partner’s and Millennium’s execution, delivery, and performance of this Note and the other Loan Documents, and the transactions contemplated hereby and thereby; (f) an opinion of counsel for Xxxxxxxx, the General Partner and Millennium, satisfactory in all respects to Lender and its counsel, including, without limitation, an opinion that the Loan Documents and the Loan made pursuant thereto are not usurious, which shall be delivered to Lender within thirty (30) days following the initial closing of the Loan; (g) a certificate of Borrower’s and the General Partner’s general liability policies, evidence of payment of the premium through at least one year and endorsements of such policies to Lender; (h) a certificate (the “Officer’s Certificate”) executed by the President of the General Partner certifying that (i) no Event of Default has occurred and is continuing under this Note, (ii) all representations and warranties made by Borrower, the General Partner and Millennium, respectively, in this Note and the other Loan Documents are true and correct in all respects, and (iii) Borrower, the General Partner and Millennium have complied with and performed, in all respects, all covenants, conditions and agreements which are then required by this Note and the other Loan Documents to have been complied with or performed; (i) the Partnership Agreement and all amendments thereto, the bylaws of the General Partner and all amendments thereto, and the regulations, operating agreement and/or limited liability company agreement...
Sample 1
Loan Deliveries. In connection with the initial Loan, Debtor shall deliver or cause to be delivered to Secured Party the following documents, certificates, opinions of counsel, and G:\law\lac\plnc/loandoc 11/6/95 agreements, in form and substance satisfactory to Secured Party: (a) A certified copy of the Articles of Incorporation and By Laws of Debtor as amended and restated through November 7, 1995; (b) Certificates of authority and incumbency to enter into this transaction in a form acceptable to Secured Party ; (c) Opinion of Xxxxxx's counsel in a form acceptable to Secured Party; (d) A Corporate Guaranty issued by PHC, Inc., PHC of Rhode Island, Inc. and PHC of Virginia, Inc. in favor of Secured Party in a form acceptable to Secured Party ("Corporate Guaranty"); (e) A Security Agreement issued by PHC, Inc., PHC of Rhode Island, Inc. and PHC of Virginia, Inc. in favor of Secured Party in form acceptable to Secured Party granting Secured Party a security interest and collateral assignment of all accounts receivables and related rights of PHC, Inc. now owned or hereafter created by PHC, Inc., PHC of Rhode Island, Inc. and PHC of Virginia, Inc. ("PHC Security Agreement') except for any accounts receivable sold to and purchased by LINC Finance Corporation VIII under either (i) that certain Sale and Purchase Agreement dated as of January 20, 1995 between PHC of Rhode Island, Inc. and LINC FINANCE CORPORATION VIII or (ii) that certain Sale and Purchase Agreement dated as of March 6, 1995 between PHC of Virginia, Inc. and LINC FINANCE CORPORATION VIII (collectively the "Receivables Agreement") and subject only to the security interest of LINC Finance Corporation VIII granted to LINC Finance Corporation VIII under the Receivables Agreement; (f) UCC-1 financing statements naming the Debtor as debtor and Secured Party as secured party, executed by Debtor for filing by Secured Party for acknowledgment by the appropriate recording offices where the Collateral, as hereafter defined, is located; (g) UCC-1 financing statements naming the PHC, Inc. as debtor and Secured Party as secured party, executed by PHC, Inc. for filing by Secured Party for acknowledgment by the appropriate recording offices where the collateral under the PHC Security Agreement is located; (h) UCC-1 financing statements naming the PHC of Rhode Island, Inc. as debtor and Secured Party as secured party, executed by PHC of Rhode Island, Inc. for filing by Secured Party for acknowledgment by the appropriate recording...
Sample 1
Loan Deliveries. Simultaneously with the execution hereof, Centene --------------- and CHCN shall execute, cause to be executed by the directors of Superior, and deliver a joint unanimous written consent of the board of directors and shareholders of Superior in the form as attached hereto as Exhibit B (the "Loan --------- Consent"), which, among other things shall approve this Agreement and the Second Subordinated Loan.
Sample 1

Related to Loan Deliveries

  • Closing Deliveries (a) At the Closing, the Blackstone Entities shall deliver or cause to be delivered to the NBCU Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the form attached hereto as Exhibit A; (ii) duly executed counterparts of the Loan Agreement, substantially in the forms attached hereto as Exhibits C-1; (iii) the certificates contemplated by Section 5.2(a)(iii); (iv) payment by wire transfer, to an account designated by NBC Universal in writing no less than three days prior to the Closing Date, of the Guarantee Fee; and (v) all other documents, instruments and writings required to be delivered by the Blackstone Entities pursuant to this Agreement and such other documents, instruments and writings as counsel for the Blackstone Entities and the NBCU Entities mutually agree to be reasonably necessary to consummate the transactions described herein. (b) At the Closing, the NBCU Entities shall deliver or cause to be delivered to the Blackstone Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the forms attached hereto as Exhibit A; (ii) counterparts of the Loan Agreement, as duly executed by XX Xxxxxx, and the Guarantee Agreement, as duly executed by NBC Universal, substantially in the forms attached hereto as Exhibits C-1 and C-2; (iii) the certificates contemplated by Section 5.3(a)(iii); (iv) payment by wire transfer, to (A) accounts designated by and (B) in the proportion designated by, the Blackstone Entities in writing no less than three days prior to the Closing Date, of the Fee Loan; and (v) all other documents, instruments and writings required to be delivered by the NBCU Entities pursuant to this Agreement and such other documents, instruments and writings as counsel for the Blackstone Entities and the NBCU Entities mutually agree to be reasonably necessary to consummate the transactions described herein.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion. (b) All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above and in Schedule 5.15, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date or, following the Closing Date, prior to the date by which such action is required to be taken by Section 5.15(a), the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 5.15 (and Schedule 5.15) and (y) all representations and warranties relating to the assets set forth on Schedule 5.15 pursuant to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken under this Section 5.15 (and Schedule 5.15) have been taken (or were required to be taken), except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

  • Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.

  • Purchaser Deliveries At the Closing, Purchaser shall deliver to Seller: (a) The Assignment and Assumption Agreement; (b) Purchaser’s acceptance of its appointment as successor trustee or custodian, as applicable, of the XXX and Xxxxx Accounts included in the Deposits and assumption of the fiduciary obligations of the trustee or custodian with respect thereto, as contemplated by Section 2.4; (c) The Branch Lease Assignments and such other instruments and documents as any landlord under a Branch Lease may reasonably require as necessary or desirable for providing for the assumption by Purchaser of a Branch Lease, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date; (d) The Tenant Assignments and such other instruments and documents as any subtenant under a Tenant Lease may reasonably require as necessary or desirable for providing for the assumption by Purchaser of a Tenant Lease, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date; (e) The Equipment Lease Assignments and such other instruments and documents as any lessor under an Equipment Lease may reasonably require as necessary or desirable for providing for the assumption by Purchaser of an Equipment Lease, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date; (f) The Assumed Contract Assignments and such other instruments and documents as any party under an Assumed Contract may reasonably require as necessary or desirable for providing for the assumption by Purchaser of an Assumed Contract, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date; (g) The Loan Documents Assignment and such other instruments and documents as Seller may reasonably require as necessary or desirable for providing for the assumption by Purchaser of the Loan Documents, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date; and (h) The certificate required to be delivered by Purchaser pursuant to Section 9.2(e).

  • Buyer’s Deliveries At Closing of the Hotel, Buyer shall deliver the following:

  • Seller’s Deliveries At Closing, Seller shall execute and/or deliver to Purchaser the following items (referred to collectively herein as the “Seller’s Closing Items”): (a) a limited warranty deed conveying to Purchaser good and insurable fee simple title to the Property, free and clear of all liens, encumbrances, restrictions, and easements, except for the Permitted Title Exceptions (the “Deed”); (b) a quitclaim deed conveying the Property to Purchaser as described on the Survey, if required by Section 7.5 above; (c) the Project Agreements; (d) an owner’s affidavit in the form required by Title Company and such other documentation as may be required by Title Company to issue a standard 2006 ALTA Owner’s Policy with respect to the Property (hereinafter referred to as the “Title Policy”) free and clear of all liens, encumbrances, restrictions, and easements whatsoever except for the Permitted Title Exceptions and the “standard printed” survey exception; (e) such documents, certificates and affidavits reasonably requested by Purchaser Or Title Company to evidence Seller’s authority to enter into this Agreement, perform its obligations hereunder and consummate the sale and purchase transaction contemplated hereby; (f) a certificate and affidavit signed on behalf of Seller certifying that Seller is not a “foreign corporation”, “foreign partnership”, “foreign trust”, “foreign estate” or “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1954, as amended; (g) a certificate in favor of Purchaser, its successors, assigns and lenders, certifying that all of the representations and warranties in Article 4 above are true and correct in all material respects as of the date of Closing; (h) a closing statement, itemizing and approving all receipts and disbursements made in connection with Closing; (i) a general assignment conveying to Purchaser, without representation or warranty and to the extent assignable, Seller’s rights with respect to any and all tangible and intangible rights, privileges and appurtenances pertaining to the Property, except for the Permitted Title Exceptions; and (j) any and all other documents or items reasonably necessary or appropriate to complete the Closing, including, but not limited to, any transfer tax forms, affidavits, or broker lien waivers required by applicable law, rule, regulation or otherwise required by the Title Company for the removal of any and all “standard exceptions” on Purchaser’s Title Policy. All of the Seller’s Closing Items shall be in a commercially reasonable form customarily utilized in the jurisdiction where the Property is located in transactions similar to the one contemplated hereby.

  • Other Deliveries At or prior to Closing, Parent shall have delivered to the Company (i) copies of resolutions and actions taken by Parent’s board of directors and stockholders in connection with the approval of this Agreement and the transactions contemplated hereunder, and (ii) such other documents or certificates as shall reasonably be required by the Company and its counsel in order to consummate the transactions contemplated hereunder.

  • Seller Deliveries At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause to be delivered, to the Acquiror Parties: (a) a counterpart of an assignment substantially in the form attached hereto as Exhibit B (the “Assignment of Interests”), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interests, duly executed by Seller; (b) a counterpart of a registration rights agreement, substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), duly executed by Seller; (c) a certificate duly executed by the Secretary or an Assistant Secretary of Seller, dated as of the Closing Date, in customary form, attesting to the resolutions of the board of managers of Seller authorizing the execution and delivery of the Transaction Documents to which Seller is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (d) a certificate duly executed by an executive officer of Seller, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Section 7.2(a) and (b), have been satisfied in all respects; (e) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of Seller; (f) a certificate, duly executed and acknowledged by Seller dated as of the Closing Date, in accordance with Treasury Regulation Section 1.1445-2(b)(2), certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code; and (g) duly executed letters of resignation or evidence of removal, effective as of the Closing, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6.

  • Buyer Deliveries At the Closing the Buyer shall deliver to the Company the Purchase Price.

  • Purchaser’s Deliveries Subject to the fulfillment or waiver of the conditions set forth in Sections 6.2, Purchaser shall execute and/or deliver to Seller all of the following: (i) Payment of the Purchase Price as required under Section 3.3(a) hereof. (ii) An assumption agreement, duly executed by Purchaser, under which Purchaser assumes those Assumed Liabilities described in Section 2.2 hereof. (iii) An incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser. (iv) A certified copy of resolutions of Purchaser's Board of Directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents (v) A closing certificate executed by an executive officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser. (vi) Such other documents from Purchaser as may reasonably be required in order to effectuate the transactions contemplated (i) hereby and (ii) by the Purchaser's Ancillary Documents.

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