Loan Documents and Organizational Documents Sample Clauses

Loan Documents and Organizational Documents. Borrowers shall have executed and/or delivered to Collateral Agent (or shall have caused to be executed and delivered to Collateral Agent by the appropriate Persons), the following: (i) the Revolving Credit Notes and the Term Notes; (ii) All of the Security Documents, including without limitation, all Affiliate Subordination Agreements, Uniform Commercial Code Financing Statements and Termination Statements and all mortgages, deeds of trusts and amendments thereto, lessor consents and waivers and related title insurance policies, if any, required by Administrative Agent or its counsel, in connection with Borrowers’ compliance with the provisions of Section 2.16; (iii) Certified copies (attached as required in Part A of the form attached as Schedule 3.01) of all corporate or other action taken by the Equity Holders of each Borrower authorizing the execution and delivery of the Loan Documents to which it is a party (including all resolutions authorizing the incurrence of the Obligations and the granting of the Liens contemplated by the Loan Documents to which it is a party, to the extent required by the Organizational Documents applicable thereto) which have been properly adopted and have not been modified or amended; (iv) A copy of the Organizational Documents of each Borrower, with any amendments thereto, certified by a Duly Authorized Officer of such Borrower (attached as required in Part A of the form attached as Schedule 3.01); (v) The names, true signatures and incumbency of all Duly Authorized Officers of each Borrower which is party to a Loan Document; (vi) For each Borrower, certificates of legal existence and good standing (both as to corporate law, if applicable, and, if available, tax matters) issued as of a reasonably recent date by the Secretary of State of such Borrower’s state of formation or organization and of any other state in which such Borrower is authorized or qualified to transact business; (vii) No later than three (3) Business Days prior to the Closing Date, true and correct copies of all Licenses, and all other material governmental licenses, franchises and permits, all material FCC Consents, Final Orders and other third party consents and all other material leases, contracts, agreements, instruments and other documents specified in Schedules 4.04, 4.06, 4.07, 4.09 and 4.16; (viii) Such Uniform Commercial Code, Federal tax lien and judgment searches with respect to the Borrowers and any other third parties as Agents shall require, ...
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Loan Documents and Organizational Documents. The Borrower shall have executed and/or delivered to the Administrative Agent (or shall have caused to be executed and delivered to the Administrative Agent by the appropriate Persons), the following: (i) The Notes; (ii) All of the Security Documents, including without limitation all Uniform Commercial Code Financing Statements and Termination Statements and all mortgages, deeds of trusts and amendments thereto, lessor consents and waivers and related title insurance policies, if any, required by the Administrative Agent or its counsel, in connection with the Borrower's compliance with the provisions of Section 2.01; (iii) Certified copies (pursuant to Part A of the form attached as Schedule 3.01) of the resolutions of the Board of Directors of each Company and the Parent authorizing the execution and delivery of the Loan Documents to which it is a party; (iv) A copy of the Certificate or Articles of Incorporation of each Company and the Parent (including the PCC Preferred Stock Designation), with any amendments thereto, certified by the appropriate Secretary of State and (pursuant to Part A of the form attached as Schedule 3.01) by the Secretary or an Assistant Secretary of such Company; (v) For each Company, certificates of legal existence and good standing (both as to corporation law, if applicable, and, if available, tax matters) issued as of a reasonably recent date by such Company's state of organization and any other state in which such Company is authorized or qualified to transact business;
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Loan Documents and Organizational Documents. On or before the Closing ------------------------------------------- Date, the Borrower shall have executed and/or delivered to the Agent (or shall have caused to be executed and delivered to the Agent by the appropriate Persons), the following: (i) The Notes; (ii) All of the Security Documents, including without limitation all Uniform Commercial Code Financing Statements and Termination Statements and all lessor consents and waivers, required by the Agent or its counsel in connection with the Borrower's compliance with the provisions of SECTION 2.01; (iii) Certified copies of the resolutions of the Board of Directors of each Company, authorizing the execution and delivery of the Loan Documents to which it is a party; (iv) A copy of the certificate or articles of incorporation of each Company, with any amendments thereto, certified by the appropriate Secretary of State and by the Secretary or an Assistant Secretary of such Company; (v) For each Company, certificates of legal existence and good standing issued as of a reasonably recent date by such Company's state of organization or formation and any other state in which such Company is authorized or qualified to transact business; (vi) Such Uniform Commercial Code, Federal tax lien and judgment searches with respect to the Companies as are requested by the Agent, the results thereof to be satisfactory to the Agent ("Lien Searches"); ---- -------- (vii) The Opening Balance Sheet; (viii) Certificates of insurance evidencing the insurance coverage and policy provisions required in this Agreement; and (ix) Such other supporting documents and certificates as the Agent or the Lenders may reasonably request from time to time.
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Loan Documents and Organizational Documents. The Borrower shall have executed and/or delivered to the Agent (or shall have caused to be executed and delivered to the Agent by the appropriate Persons), the following: (i) The Notes; (ii) All of the Security Documents; (iii) Certified copies (attached as required in Part A of the form attached as Schedule 3.1) of the resolutions of the Board of Directors or other governing body of each Credit Party, or of each Credit Party's equityholders, managers, officers and/or corporate general partner, as the case may be, authorizing the execution and delivery of the Loan Documents to which it is a party;
Sample 1
Loan Documents and Organizational Documents. On or before the Closing Date, the Borrower shall have executed and/or delivered to the Lender (or shall have caused to be executed and delivered to the Lender by the appropriate Persons), the following: (i) The Notes; (ii) All of the Security Documents, including without limitation all Uniform Commercial Code Financing Statements and Termination Statements required by the Lender or its counsel in connection with the Borrower's compliance with the provisions of SECTION 2.01; (iii) Certified copies of the resolutions of the Board of Directors of the Borrower, authorizing the execution and delivery of the Loan Documents to which it is a party; (iv) A copy of the Certificate or Articles of Incorporation of the Borrower, with any amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower; (v) To the extent requested by the Lender, copies of all Licenses, all other material governmental licenses, franchises and permits, all material third party consents and all other material leases, contracts, agreements, instruments and other documents specified in SCHEDULES 4.04, 4.07, 4.08, 4.14, AND 4.15; and (vi) Such other supporting documents and certificates as the Lender may reasonably request from time to time.
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Related to Loan Documents and Organizational Documents

  • Organizational Documents; Incumbency Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

  • Amendments to Organizational Documents Parent will not, and will not permit any of its Subsidiaries to amend, modify, or grant any waiver or release under or terminate in any manner, any Organizational Documents in any manner materially adverse to, or which would impair the rights of, the Lenders.

  • Compliance with Organizational Documents The Seller shall comply with its limited liability company agreement and other organizational documents.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Amendment of Organizational Documents The Borrower will not, or will permit any Restricted Subsidiary to, amend, modify or waive any of its rights under its articles or certificate of incorporation, by-laws or other organizational documents, in either case, to the extent such amendment, modification or waiver would be adverse in any material respect to the rights or interests of the Lenders hereunder or under any other Loan Document.

  • Changes in Organizational Documents Each of the Loan Parties shall not amend, modify or change its certificate of incorporation (including any provisions or resolutions relating to capital stock), constitution, by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents in any manner materially adverse to the interests of the Lenders without obtaining the prior written consent of the Required Lenders.

  • Organizational Documents The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

  • Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc (a) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder. (b) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to any of its Equity Interests, or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse Change.

  • Organization Documents; Good Standing Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;

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