Loan Documents to be Executed by Third Parties Sample Clauses

Loan Documents to be Executed by Third Parties. (1) A Landlord’s Disclaimer and Consent to each lease entered into by Company and that Landlord with respect to the Premises, pursuant to which the Landlord waives its Lien in any goods or other Inventory of Company located on the Premises. (2) Certificates of Insurance required under this Agreement, with all hazard insurance containing a lender’s loss payable endorsement in Xxxxx Fargo’s favor and with all liability insurance naming Xxxxx Fargo as additional insured.
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Loan Documents to be Executed by Third Parties. (1) The Subordination Agreement of American Medical Systems, Inc. and Laserscope, pursuant to which each Subordinated Creditor shall unconditionally subordinate payment of any indebtedness of Company held by the Subordinated Creditor to the full and prompt payment of all Company’s Indebtedness. (2) A Landlord’s Disclaimer and Consent to each lease entered into by Company and that Landlord with respect to the Premises, pursuant to which the Landlord waives its Lien in any goods or other Inventory of Company located on the Premises. (3) Certificates Insurance required under this Agreement, with all hazard insurance containing a lender’s loss payable endorsement in Wxxxx Fargo’s favor and with all liability insurance naming Wxxxx Fargo as additional insured. (4) Any documents, agreements, or instruments requiring the execution by a third party (including, but not limited to, the Export-Import Bank of the United States).
Loan Documents to be Executed by Third Parties. (1) A Guaranty of each of TBAC and TBAC Torel, pursuant to which TBAC and TBAC Torel unconditionally guarantee the full and prompt payment of Company’s Indebtedness. (2) The Security Agreement of TBAC, pursuant to which TBAC grants Xxxxx Fargo a security interest in the personal property more fully described in the Security Agreement, as security for the full and prompt payment of Company’s Indebtedness and the obligations guaranteed under TBAC’s Guaranty. (3) The Patent and Trademark Security Agreement of TBAC. (4) Any mortgages or deeds of trust pursuant to which TBAC Torel and/or Parent encumbers the premises owned by it in favor of Xxxxx Fargo. (5) A Security Interest Subordination Agreement from each Person who has a security interest in the Collateral in favor of Xxxxx Fargo, pursuant to which the Person subordinates its Lien in favor of Xxxxx Fargo. (6) Certificates of insurance required under this Agreement, with all hazard insurance containing a lender’s interest endorsement in Xxxxx Fargo’s favor and with all liability insurance naming Xxxxx Fargo as additional insured. (7) An Imported Goods Agreement from any customs broker, freight forwarder, or non-vessel operating common carrier with respect to any Eligible In-Transit Inventory. (8) Account control agreements between Xxxxx Fargo, Parent and Comerica Bank, in form reasonably acceptable to Xxxxx Fargo.
Loan Documents to be Executed by Third Parties. (1) Certificates of Insurance required under this Agreement, with all hazard insurance containing a lender’s interest endorsement in Xxxxx Fargo’s favor and with all liability insurance naming Xxxxx Fargo as additional insured. (2) Any documents, agreements or instruments requiring the execution by a third party (including, but not limited to, the Export-Import Bank of the United States).
Loan Documents to be Executed by Third Parties. (1) A Landlord's Disclaimer and Consent to each lease entered into by Company and that Landlord with respect to the Premises, pursuant to which the Landlord waives its Lien in any goods or other Inventory of Company located on the Premises. (2) Certificates of Insurance required under this Agreement, with all hazard insurance containing a lender's interest endorsement in Wxxxx Fargo's favor and with all liability insurance naming Wxxxx Fargo as additional insured. (3) A letter from Company's legal counsel summarizing the litigation with Cardiomedica S. p. A.
Loan Documents to be Executed by Third Parties. Reaffirmation of the Support Agreements of Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxxxxxx, pursuant to which that Person makes certain personal representations and warranties relating to Company’s Collateral in favor of Xxxxx Fargo.
Loan Documents to be Executed by Third Parties. (1) The Guaranty by Corporation of Capstone Turbine International, Inc., pursuant to which that Person unconditionally guarantees the full and prompt payment of Company’s Indebtedness. (2) The Security Agreement of Capstone Turbine International, Inc., pursuant to which that Person grants Xxxxx Fargo a security interest in the personal property more fully described in the Security Agreement, as security for the full and prompt payment of Company’s Indebtedness. (3) Certificates of Insurance required under this Agreement, with all hazard insurance containing a lender’s interest endorsement in Xxxxx Fargo’s favor and with all liability insurance naming Xxxxx Fargo as additional insured. (4) Any Ex-Im Loan Documents requiring the execution by a third party (including, but not limited to, the Export-Import Bank of the United States).
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Loan Documents to be Executed by Third Parties. (1) Certificates of Insurance required under this Agreement, with all hazard insurance containing a lender’s interest endorsement in Xxxxx Fargo’s favor and with all liability insurance naming Xxxxx Fargo as additional insured. (2) Control agreements with each bank at which Borrower maintain deposit accounts other than Xxxxx Fargo. (3) The CIT Payoff Letter executed by Borrower and CIT. (4) A Landlord’s Disclaimer and Consent to each lease entered into by Borrower and that Landlord with respect to the Premises located at 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000 and 0000 Xxxxx 00, Xxxxx X, Xxxxxxxxxxxxx, Xxx Xxxx 00000, pursuant to which the Landlord waives its Lien in any Collateral of Borrower located on the Premises.

Related to Loan Documents to be Executed by Third Parties

  • Documents to be Delivered by the Seller On the 2021-B Closing Date, the Seller will deliver such other documents as the Purchaser may reasonably request.

  • Documents to be Delivered by Seller At Closing At or prior to the Closing, Seller shall deliver or cause to be delivered to Purchaser the following, all in form and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptions; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion of the Removable Exceptions; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closing; and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreement.

  • Other Agreements of the Parties (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. (b) Certificates evidencing the Securities will contain the following legend, until such time as they are not required under Section 4.1(c): [NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT BEEN REGISTERED] WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. [THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES] [THESE SECURITIES] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. The Company acknowledges and agrees that an Investor may from time to time pledge, and/or grant a security interest in some or all of the Securities pursuant to a bona fide margin agreement in connection with a bona fide margin account and, if required under the terms of such agreement or account, such Investor may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion may be required in connection with a subsequent transfer following default by the Investor transferee of the pledge. No notice shall be required of such pledge. At the appropriate Investor's expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. (c) Certificates evidencing the Shares, Warrant Shares and Additional Investment Rights Shares shall not contain any legend (including the legend set forth in Section 4.1(b)): (i) following a sale of such Securities pursuant to an effective registration statement (including the Registration Statement), or (ii) following a sale of such Shares, Warrant Shares or Additional Investment Rights Shares pursuant to Rule 144, or (iii) while such Shares, Warrant Shares or Additional Investment Rights Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). Following such time as restrictive legends are not required to be placed on certificates representing Shares, Warrant Shares or Additional Investment Rights Shares, the Company will, no later than three Trading Days following the delivery by an Investor to the Company or the Company's transfer agent of a certificate representing Shares, Warrant Shares or Additional Investment Rights Shares containing a restrictive legend, deliver or cause to be delivered to such Investor a certificate representing such Shares, Warrant Shares or Additional Investment Rights Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section.

  • Further Agreements of the Parties Each of the Enterprise Parties covenants and agrees with the Underwriters:

  • Authorization to Execute other Loan Documents Each Lender hereby authorizes the Administrative Agent to execute on behalf of all Lenders all Loan Documents (including, without limitation, the Collateral Documents and any subordination agreements) other than this Agreement.

  • Documents to be Delivered by Buyer At the Closing, Buyer shall deliver to Company the following documents, in each case duly executed or otherwise in proper form:

  • Documents to be Delivered by Holder(s) Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

  • Documents to be Delivered by Xxxxxx(s) Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

  • Representations and Agreements to Survive Delivery The indemnity and contribution agreements contained in Section 9 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of Cowen, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.

  • Electronic Execution of Assignments and Certain Other Documents The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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