Common use of Other Deliverables Clause in Contracts

Other Deliverables. The Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent and, if applicable, its counsel: (i) customary written opinions of counsel for the Loan Parties (including the Successor Xxxxxxxx and the New Guarantors), duly executed and dated as of the Third Amendment Effective Date; (ii) subject to Section 6.15 of the Amended Credit Agreement, evidence that adequate insurance required to be maintained under the Amended Credit Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable; (iii) unless otherwise agreed to by the Third Amendment Lenders in their sole discretion, evidence that all material governmental (including, without limitation, all FCC and applicable PUC) authorizations, consents and waivers which are required with respect to the execution, delivery or performance of the Third Amendment Facilities, the Project Fox Acquisition, the other Transactions (as defined in the Commitment Letter) and the other transactions contemplated thereby shall have been obtained or made and shall be final orders and in full force and effect; (iv) evidence that all Indebtedness contemplated to be repaid in connection with the closing under the Project Fox Acquisition Agreement has been, or will be concurrently with closing, discharged and all Liens securing such Indebtedness released; (v) Xxxx and litigation search reports with respect to the Loan Parties, in scope satisfactory to the Administrative Agent and with results showing no Liens other than Permitted Liens; (vi) subject to the Project Fox Certain Funds Provisions, all actions or documents necessary to establish that the Administrative Agent will have a perfected security interest (subject to Permitted Liens) in the Collateral granted by Xxxxxx, the Successor Borrower and each other Loan Party under the Third Amendment Facilities shall have been taken or executed and delivered. (vii) (A) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Existing Borrower as of December 31, 2023, prepared after giving effect to the Transactions, (B) an annual consolidated financial model of the Existing Borrower through December 31, 2028, reflecting the Transactions, and including scenarios with and without giving effect to any potential sales of the tower assets of the Loan Parties, (C) audited consolidated balance sheets of the Existing Borrower and the Project Fox Target, in each case on a consolidated basis, and related statements of income, changes in equity and cash flow of the Project Fox Target on a consolidated basis for the fiscal years ending December 31, 2020 and 2021 and 2022 and any subsequent fiscal year ending 105 days before the Third Amendment Effective Date (or 120 days before the Third Amendment Effective Date if agreed by the Administrative Agent in its sole discretion), and (D) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Existing Borrower and the Project Fox Target for each of the fiscal quarters (other than a fiscal year end) ended at least 45 days prior to the Third Amendment Effective Date; (viii) so long as requested at least ten (10) business days prior to the Third Amendment Effective Date, (A) at least five (5) Business Days prior to the Third Amendment Effective Date, all documentation and other information with respect to the Successor Borrower and the other Guarantors (after giving effect to the Transactions) that has been reasonably requested to comply with regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and (B) to the extent that the Successor Xxxxxxxx qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Third Amendment Effective Date, a customary certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to the Successor Borrower shall have been received by any Lender that has requested it; and (ix) such other documents in connection with the transactions contemplated hereby as the Administrative Agent and its counsel may reasonably request.

Other Deliverables. The Administrative Agent No later than one Business Day after the date hereof, the Successor Parent Borrower shall have received each of the following in form and substance satisfactory deliver to the Administrative Agent and, if applicable, its counseland Collateral Agent: (ia) customary written opinions a certificate of counsel for the Loan Parties (including the Successor Xxxxxxxx and the New Guarantors), duly executed and Parent Borrower dated as of the Third Amendment Effective Date; date hereof signed by a Responsible Officer (iiA) subject certifying and attaching the resolutions adopted by the Successor Parent Borrower approving or consenting to Section 6.15 of the Amended Credit Agreementthis Agreement and related documents, evidence and that adequate insurance required to be maintained under the Amended Credit Agreement is such resolutions have not been modified, rescinded or amended and are in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable; (iii) unless otherwise agreed to by the Third Amendment Lenders in their sole discretion, evidence that all material governmental (including, without limitation, all FCC and applicable PUC) authorizations, consents and waivers which are required with respect to the execution, delivery or performance of the Third Amendment Facilities, the Project Fox Acquisition, the other Transactions (as defined in the Commitment Letter) and the other transactions contemplated thereby shall have been obtained or made and shall be final orders and in full force and effect; (iv) evidence that all Indebtedness contemplated to be repaid in connection with the closing under the Project Fox Acquisition Agreement has been, or will be concurrently with closing, discharged and all Liens securing such Indebtedness released; (v) Xxxx and litigation search reports with respect to the Loan Parties, in scope satisfactory to the Administrative Agent and with results showing no Liens other than Permitted Liens; (vi) subject to the Project Fox Certain Funds Provisions, all actions or documents necessary to establish that the Administrative Agent will have a perfected security interest (subject to Permitted Liens) in the Collateral granted by Xxxxxx, the Successor Borrower and each other Loan Party under the Third Amendment Facilities shall have been taken or executed and delivered. (vii) (A) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Existing Borrower as of December 31, 2023, prepared after giving effect to the Transactions, (B) an annual consolidated financial model certifying and attaching a true and complete copy of the Existing Borrower through December 31, 2028, reflecting the Transactions, and including scenarios with and without giving effect to any potential sales governing documents of the tower assets of Successor Parent Borrower, together with all amendments or modifications thereto, as in effect on the Loan Partiesdate hereof, (C) audited consolidated balance sheets certifying and attaching the certificate of formation or other formation documents of the Existing Borrower and Successor Parent Borrower, together with all amendments or modifications thereto, as in effect on the Project Fox Target, in each case on a consolidated basis, and related statements of income, changes in equity and cash flow of the Project Fox Target on a consolidated basis for the fiscal years ending December 31, 2020 and 2021 and 2022 and any subsequent fiscal year ending 105 days before the Third Amendment Effective Date (or 120 days before the Third Amendment Effective Date if agreed by the Administrative Agent in its sole discretion)date hereof, and (D) unaudited consolidated balance sheets and related statements of incomecertifying that, changes in equity and cash flows of the Existing Borrower and the Project Fox Target for each of the fiscal quarters (other than a fiscal year end) ended at least 45 days prior to the Third Amendment Effective Date; (viii) so long as requested at least ten (10) business days prior to the Third Amendment Effective Date, (A) at least five (5) Business Days prior to the Third Amendment Effective Date, all documentation and other information with respect to the Successor Borrower and the other Guarantors (after giving effect to this Agreement, (1) the Transactions) that has been reasonably requested to comply with regulatory authorities under applicable “know your customer” representations and anti-money laundering rules warranties contained in Article V of the Credit Agreement and regulationsthe other Loan Documents are true and correct on and as of the date hereof, including, without limitation, the USA PATRIOT Act and (B) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of such certification, the Successor Xxxxxxxx qualifies as a “legal entity customer” under representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Beneficial Ownership Regulation, at least three (3) Business Days prior Credit Agreement shall be deemed to refer to the Third Amendment Effective Datemost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (2) no Default exists; (b) a customary certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation favorable opinion of Xxxxxx Xxxxxxx Xxxxx LLP, counsel to the Successor Borrower shall have been received by any Lender that has requested itParent Borrower, addressed to the Administrative Agent, the Collateral Agent, and each Lender; and (ixc) such other documents and instruments in connection with the transactions contemplated hereby respect of Successor Parent Xxxxxxxx’s assumption of obligations as described herein as are reasonably requested by the Administrative Agent and its counsel may reasonably requestCollateral Agent in connection with this Agreement.

Other Deliverables. The Administrative Agent Company shall have received each delivered or caused to be delivered to Parent all of the following agreements, instruments and documents required to be delivered to Parent pursuant to the foregoing provisions of this Section 7.2, together with: (1) the written and, other than with reference to the consummation of the Merger, unconditional resignations of all of the current members of the Company Board and of the current officers of the Company (other than those offices to which Merger Sub has appointed such current officer), effectivx xx xf the Effective Time; (2) a legal opinion of Rutan & Tucker LLP, counsel to the Company, in substantixxxx the xxxx of Exhibit K, with such standard and customary procedures, qualifications and limitations as are in form and substance reasonably satisfactory to the Administrative Agent and, if applicable, DGSE and its counsel:; (3) a legal opinion of Adorno & Yoss LLP, counsel to Stanford, in substantially xxx xorm xx Exhibit L, with such standard and customary procedures, qualifications and limitations as are in form and substance reasonably satisfactory to DGSE and its counsel; (4) evidence of the termination of all registration rights agreements to which the Company is a party or by which it is bound; (5) evidence of the termination of all indemnity agreements to which the Company and any of its current or former officers, directors or other fiduciaries are parties; (6) with respect to each of the Company's stock options identified in Section 4.3(c)(1) of the Company Disclosure Schedules as having been granted on April 30, 1999, evidence that such option has been (i) customary written opinions of counsel terminated, or (ii) amended, in form and substance reasonably satisfactory to Parent, to provide for the Loan Parties (including assumption by Parent of such Option pursuant to the Successor Xxxxxxxx terms and the New Guarantors), duly executed and dated as provisions of the Third Amendment Effective DateSection 3.7; (ii) subject to Section 6.15 of the Amended Credit Agreement, evidence that adequate insurance required to be maintained under the Amended Credit Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable; (iii) unless otherwise agreed to by the Third Amendment Lenders in their sole discretion, evidence that all material governmental (including, without limitation, all FCC and applicable PUC) authorizations, consents and waivers which are required with respect to the execution, delivery or performance of the Third Amendment Facilities, the Project Fox Acquisition, the other Transactions (as defined in the Commitment Letter) and the other transactions contemplated thereby shall have been obtained or made and shall be final orders and in full force and effect; (iv) evidence that all Indebtedness contemplated to be repaid in connection with the closing under the Project Fox Acquisition Agreement has been, or will be concurrently with closing, discharged and all Liens securing such Indebtedness released; (v) Xxxx and litigation search reports with respect to the Loan Parties, in scope satisfactory to the Administrative Agent and with results showing no Liens other than Permitted Liens; (vi) subject to the Project Fox Certain Funds Provisions, all actions or documents necessary to establish that the Administrative Agent will have a perfected security interest (subject to Permitted Liens) in the Collateral granted by Xxxxxx, the Successor Borrower and each other Loan Party under the Third Amendment Facilities shall have been taken or executed and delivered. (vii) (A) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Existing Borrower as of December 31, 2023, prepared after giving effect to the Transactions, (B7) an annual consolidated financial model of the Existing Borrower through December 31, 2028, reflecting the Transactions, and including scenarios with and without giving effect to any potential sales of the tower assets of the Loan Parties, (C) audited consolidated balance sheets of the Existing Borrower and the Project Fox Target, in Affiliate Letter from each case on a consolidated basis, and related statements of income, changes in equity and cash flow of the Project Fox Target on a consolidated basis for the fiscal years ending December 31, 2020 and 2021 and 2022 and any subsequent fiscal year ending 105 days before the Third Amendment Effective Date (or 120 days before the Third Amendment Effective Date if agreed by the Administrative Agent in its sole discretion), and (D) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Existing Borrower and the Project Fox Target for each of the fiscal quarters (other than a fiscal year end) ended at least 45 days prior to the Third Amendment Effective Date; (viii) so long as requested at least ten (10) business days prior to the Third Amendment Effective Date, (A) at least five (5) Business Days prior to the Third Amendment Effective Date, all documentation and other information with respect to the Successor Borrower and the other Guarantors Company Affiliate (after giving effect to the Transactions) that has been reasonably requested to comply with regulatory authorities under applicable “know your customer” any conversion and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and exchanges contemplated by Section 6.20); (B) to the extent that the Successor Xxxxxxxx qualifies 8) certificates dated as of a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days date within a reasonable period of time prior to the Third Amendment Effective DateClosing Date as to the good standing of the Company and each material Company Subsidiary, a customary certification regarding beneficial ownership as required executed by the Beneficial Ownership Regulation appropriate officials of the applicable state of incorporation, organization or formation, and each other jurisdiction in relation which the Company or each material Company Subsidiary is licensed or qualified to the Successor Borrower shall have been received by any Lender that has requested itdo business as a foreign corporation; and (ix9) such other documents in connection with a certificate executed by the transactions contemplated hereby secretary of the Company certifying, as complete and accurate as of the Administrative Agent Closing Date, (i) the complete Organizational Documents of the Company and its counsel may reasonably requesteach material Company Subsidiary, and (ii) the resolutions or actions of each of the stockholders of the Company and the Board of Directors of the Company approving this Agreement or the Merger.

Other Deliverables. The Administrative Agent shall have received each First Bank has delivered to FNB all of the following in form agreements, certifications and substance satisfactory to the Administrative Agent and, if applicable, its counselother deliverables: (i) customary written opinions an executed Assignment and Assumption of counsel for Liabilities Agreement in substantially the Loan Parties (including the Successor Xxxxxxxx and the New Guarantors), duly executed and dated as of the Third Amendment Effective Dateform set forth in Exhibit A; (ii) subject to Section 6.15 an executed Assignment and Assumption of Assumed Contracts Agreement in substantially the Amended Credit Agreement, evidence that adequate insurance required to be maintained under the Amended Credit Agreement is form set forth in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicableExhibit B; (iii) unless otherwise agreed to by an executed Xxxx of Sale in substantially the Third Amendment Lenders form set forth in their sole discretion, evidence that all material governmental (including, without limitation, all FCC and applicable PUC) authorizations, consents and waivers which are required with respect to the execution, delivery or performance of the Third Amendment Facilities, the Project Fox Acquisition, the other Transactions (as defined in the Commitment Letter) and the other transactions contemplated thereby shall have been obtained or made and shall be final orders and in full force and effectExhibit C; (iv) evidence that all Indebtedness contemplated to be repaid an executed Assignment and Assumption of Loans Agreement in connection with substantially the closing under the Project Fox Acquisition Agreement has been, or will be concurrently with closing, discharged and all Liens securing such Indebtedness releasedform set forth in Exhibit D; (v) Xxxx an executed Assignment, Transfer and litigation search reports with respect to Appointment of Successor Custodian for Custodial Accounts in substantially the Loan Parties, form set forth in scope satisfactory to the Administrative Agent and with results showing no Liens other than Permitted LiensExhibit E; (vi) subject to an executed Limited Power of Attorney in substantially the Project Fox Certain Funds Provisions, all actions or documents necessary to establish that the Administrative Agent will have a perfected security interest (subject to Permitted Liens) form set forth in the Collateral granted by Xxxxxx, the Successor Borrower and each other Loan Party under the Third Amendment Facilities shall have been taken or executed and delivered.Exhibit F; (vii) (A) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of an executed Escrow Agreement in substantially the Existing Borrower as of December 31, 2023, prepared after giving effect to the Transactions, (B) an annual consolidated financial model of the Existing Borrower through December 31, 2028, reflecting the Transactions, and including scenarios with and without giving effect to any potential sales of the tower assets of the Loan Parties, (C) audited consolidated balance sheets of the Existing Borrower and the Project Fox Target, form set forth in each case on a consolidated basis, and related statements of income, changes in equity and cash flow of the Project Fox Target on a consolidated basis for the fiscal years ending December 31, 2020 and 2021 and 2022 and any subsequent fiscal year ending 105 days before the Third Amendment Effective Date (or 120 days before the Third Amendment Effective Date if agreed by the Administrative Agent in its sole discretion), and (D) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Existing Borrower and the Project Fox Target for each of the fiscal quarters (other than a fiscal year end) ended at least 45 days prior to the Third Amendment Effective DateExhibit G; (viii) so long as requested at least ten Warranty Deeds for each parcel of Owned Real Property and OREO and related groundwater hazard statements with negative responses; (10ix) business days prior to a certified copy of the Third Amendment Effective Date, (A) at least five (5) Business Days prior to resolutions of the Third Amendment Effective Date, all documentation Board of Directors and other information with respect to Shareholders of First Bank authorizing the Successor Borrower execution of this Agreement and the consummation of the P&A Transaction; (x) a Certificate or Certificates signed by an authorized officer of First Bank stating that all of the conditions set forth in Sections 7.02(b) and (c) have been satisfied or waived, as provided therein; (xi) the Records; (xii) Listings of the Transferred Loans and of the Deposits as of the close of business on the Closing Date on magnetic tape or utilizing such other Guarantors (after giving effect to method of information transfer as the Transactions) that has been reasonably requested to comply with regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsparties may mutually agree, includingwhich Deposit Listings shall include, without limitationfor each account, the USA PATRIOT Act account number, outstanding principal balance, and accrued interest (B) to the extent that the Successor Xxxxxxxx qualifies or if such listings are not available at Closing, as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Third Amendment Effective Date, a customary certification regarding beneficial ownership soon as required by the Beneficial Ownership Regulation in relation to the Successor Borrower shall have been received by any Lender that has requested itavailable thereafter); and (ixxiii) such other documents in connection with documents, instruments, certificates and other agreements as FNB may reasonably require to effect the transactions contemplated hereby by this Agreement to be consummated as of the Administrative Agent and its counsel may reasonably requestClosing.

Other Deliverables. The Administrative Agent shall have received each Riverview or Riverview Bancorp, as applicable, has delivered to MBank or Merchants Bancorp, as applicable, all of the following in form agreements, certifications and substance satisfactory to the Administrative Agent and, if applicable, its counselother deliverables: (i) customary written opinions an executed Assignment and Assumption of counsel for Deposits Agreement, in substantially the Loan Parties (including the Successor Xxxxxxxx and the New Guarantors), duly executed and dated as of the Third Amendment Effective Dateform set forth in Exhibit A; (ii) subject to Section 6.15 an executed Assignment and Assumption of the Amended Credit Assumed Contracts Agreement, evidence that adequate insurance required to be maintained under in substantially the Amended Credit Agreement is form set forth in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicableExhibit B; (iii) unless otherwise agreed to by an executed Assignment and Assumption of Loans Agreement, in substantially the Third Amendment Lenders form set forth in their sole discretion, evidence that all material governmental (including, without limitation, all FCC and applicable PUC) authorizations, consents and waivers which are required with respect to the execution, delivery or performance of the Third Amendment Facilities, the Project Fox Acquisition, the other Transactions (as defined in the Commitment Letter) and the other transactions contemplated thereby shall have been obtained or made and shall be final orders and in full force and effectExhibit D; (iv) evidence that all Indebtedness contemplated to be repaid an executed Assignment, Transfer and Appointment of Successor Custodian for Custodial Accounts, in connection with substantially the closing under the Project Fox Acquisition Agreement has been, or will be concurrently with closing, discharged and all Liens securing such Indebtedness releasedform set forth in Exhibit E; (v) Xxxx an executed Assignment and litigation search reports with respect to Assumption of Lease for each of the Loan PartiesLeases, in scope satisfactory to substantially the Administrative Agent and with results showing no Liens other than Permitted Liensform set forth in Exhibit F; (vi) subject executed assignment and assumption instruments including supplemental indentures and other documents relating to the Project Fox Certain Funds Provisions, all actions or documents necessary Trust Preferred Securities in form reasonably acceptable to establish that Merchants Bancorp and the Administrative Agent will have a perfected security interest (subject to Permitted Liens) trustee in the Collateral granted by Xxxxxx, the Successor Borrower and each other Loan Party under the Third Amendment Facilities shall have been taken or executed and delivered.TRPs Transaction; (vii) (A) a pro forma consolidated balance sheet and related pro forma consolidated statement of income certified copy of the Existing Borrower as of December 31, 2023, prepared after giving effect to the Transactions, (B) an annual consolidated financial model resolutions of the Existing Borrower through December 31, 2028, reflecting Boards of Directors of Riverview and Riverview Bancorp authorizing and approving the Transactions, execution of this Agreement and including scenarios with and without giving effect to any potential sales the consummation of the tower assets P&A Transaction by Riverview and the consummation of the Loan Parties, (C) audited consolidated balance sheets of the Existing Borrower and the Project Fox Target, in each case on a consolidated basis, and related statements of income, changes in equity and cash flow of the Project Fox Target on a consolidated basis for the fiscal years ending December 31, 2020 and 2021 and 2022 and any subsequent fiscal year ending 105 days before the Third Amendment Effective Date (or 120 days before the Third Amendment Effective Date if agreed TRPs Transaction by the Administrative Agent in its sole discretion), and (D) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Existing Borrower and the Project Fox Target for each of the fiscal quarters (other than a fiscal year end) ended at least 45 days prior to the Third Amendment Effective Date;Riverview Bancorp; and (viii) so long a Certificate or Certificates signed by an authorized officer of Riverview and Riverview Bancorp stating that all of the conditions set forth in Sections 8.01(b)and (c)have been satisfied or waived, as requested at least ten (10) business days prior to the Third Amendment Effective Date, (A) at least five (5) Business Days prior to the Third Amendment Effective Date, all documentation and other information with respect to the Successor Borrower and the other Guarantors (after giving effect to the Transactions) that has been reasonably requested to comply with regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and (B) to the extent that the Successor Xxxxxxxx qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Third Amendment Effective Date, a customary certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to the Successor Borrower shall have been received by any Lender that has requested it; and (ix) such other documents in connection with the transactions contemplated hereby as the Administrative Agent and its counsel may reasonably requestprovided therein.

Other Deliverables. The Administrative Agent Company shall have received each of the following in form and substance satisfactory delivered to the Administrative Agent and, if applicable, its counselParent: (i) customary written opinions of counsel for the Loan Parties (including the Successor Xxxxxxxx The stock book, stock ledger, minute book and the New Guarantors), duly executed and dated as corporate seal of the Third Amendment Effective DateCompany; (ii) subject to Section 6.15 of The Escrow Agreement executed by the Amended Credit Stockholder Representative and the Escrow Agreement, evidence that adequate insurance required to be maintained under the Amended Credit Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable; (iii) unless otherwise agreed to The deliverables required by the Third Amendment Lenders in their sole discretion, evidence that all material governmental (including, without limitation, all FCC and applicable PUC) authorizations, consents and waivers which are required with respect to the execution, delivery or performance of the Third Amendment Facilities, the Project Fox Acquisition, the other Transactions (as defined in the Commitment Letter) and the other transactions contemplated thereby shall have been obtained or made and shall be final orders and in full force and effectSection 1.7(a); (iv) evidence that all Indebtedness contemplated The Option Termination Agreements executed by each holder of a Company Option immediately prior to be repaid in connection with the closing under the Project Fox Acquisition Agreement has been, or will be concurrently with closing, discharged and all Liens securing such Indebtedness releasedEffective Time; (v) Xxxx Resignations of directors and litigation search reports with respect to officers of the Loan Parties, in scope satisfactory to the Administrative Agent and with results showing no Liens other than Permitted LiensCompany as requested by Parent; (vi) subject Any Letters of Transmittal executed and delivered to the Project Fox Certain Funds Provisions, all actions or documents necessary to establish that Company as of the Administrative Agent will have a perfected security interest (subject to Permitted Liens) in the Collateral granted by Xxxxxx, the Successor Borrower and each other Loan Party under the Third Amendment Facilities shall have been taken or executed and delivered.Closing Date; (vii) (A) a pro forma consolidated balance sheet and related pro forma consolidated statement of income An opinion from counsel to the Company, addressed to Parent, dated as of the Existing Borrower as of December 31, 2023, prepared after giving effect to the Transactions, (B) an annual consolidated financial model of the Existing Borrower through December 31, 2028, reflecting the Transactions, and including scenarios with and without giving effect to any potential sales of the tower assets of the Loan Parties, (C) audited consolidated balance sheets of the Existing Borrower and the Project Fox TargetClosing Date, in each case on a consolidated basis, and related statements of income, changes in equity and cash flow of the Project Fox Target on a consolidated basis for the fiscal years ending December 31, 2020 and 2021 and 2022 and any subsequent fiscal year ending 105 days before the Third Amendment Effective Date (or 120 days before the Third Amendment Effective Date if agreed by the Administrative Agent in its sole discretion), and (D) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Existing Borrower and the Project Fox Target for each of the fiscal quarters (other than a fiscal year end) ended at least 45 days prior to the Third Amendment Effective Dateform attached hereto as Exhibit F; (viii) so long A noncompetition agreement, in the form attached hereto as requested at least ten Exhibit G, executed by DFJ; (10ix) business days prior The employee agreements, in substantially the form attached hereto as Exhibit H, executed by each Key Personnel; (x) Evidence of assignment of pending patent applications from Mpire Corporation to the Third Amendment Effective DateCompany; (xi) Evidence of forgiveness, (A) at least five (5) Business Days prior or satisfaction, in full, of any indebtedness of any Employee to the Third Amendment Effective Date, all documentation and other information with respect Company; (xii) [reserved]; (xiii) Evidence reasonably satisfactory to the Successor Borrower and Parent that all Third Party Transaction Expenses of the other Guarantors (after giving effect Company, or which the Company is liable to the Transactions) that has been reasonably requested to comply with regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsreimburse, including, without limitation, the USA PATRIOT Act and (B) to the extent that the Successor Xxxxxxxx qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Third Amendment Effective Date, a customary certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to the Successor Borrower shall have been received paid in full; (xiv) A consulting agreement executed by any Lender that has requested itXxxx Xxxxxxxxx, in the form attached hereto as Exhibit C; and (ixxv) Evidence reasonably satisfactory to the Parent that the Company submitted to the Company Stockholders for approval by such other documents number of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that may separately or in connection the aggregate, constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code, and prior to the Effective Time the Company shall deliver to Parent evidence (i) that a Company Stockholder vote was solicited in conformance with Section 280G and the transactions contemplated hereby regulations promulgated thereunder, and the requisite Company Stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Company Stockholder vote (the “280G Approval”), or (ii) that the 280G Approval was not obtained and as a consequence, that such “parachute payments” shall not be made or provided, pursuant to the Administrative Agent and its counsel may reasonably requestwaivers of those payments and/or benefits which were executed by the affected individuals prior to the date of this Agreement.