Other Documents/Matters Clause Samples
Other Documents/Matters. (i) The Lender shall have received such financial and other information concerning the Security Parties as it may request, including, without limitation, audited consolidated financial statements of the Borrower for the prior two (2) fiscal years.
(ii) The Lender shall have received a list (and if requested, copies of document evidencing the same) of the current outstanding liabilities, Liens and Debts of each of the Security Parties, including, but not limited to, an accounting of all material terms, conditions and restrictions thereof.
(iii) The Lender shall have received a list (and if requested, copies of document evidencing the same) of any material litigation, arbitration, administrative regulatory compliance proceedings, or investigations pending or, to the knowledge of the Security Parties, threatened before any court or arbitrator or before or by any Government Authority against the Security Parties.
(iv) The Lender shall have received a legal opinion addressed to the Lender from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to the Security Parties, on matters of the laws of the United States, the State of California and the State of Delaware, in such form as the Lender may agree.
(v) The Lender shall have received evidence, satisfactory to the Lender in its sole discretion, that any and all employment agreements, independent contractor agreements, or other agreements pertaining to the employment or retention of employees or staff of the Borrower, have been amended to permit a change of control and/or changes in the ownership percentage of the Lender.
Other Documents/Matters. (i) Borrowers shall have delivered or caused to be delivered to Lender the Payoff Letter executed by Broadwood.
(ii) Lender shall have received such financial and other information concerning the Borrowers as it may reasonably request, including, without limitation, audited consolidated financial statements of Comarco and subsidiaries (considered as a whole) for the prior two (2) fiscal years.
(iii) Lender shall have received a list of the current outstanding liabilities and the Liens and Indebtedness of each of the Borrowers, including, if requested by Lender, true and correct copies of the agreements or other instruments governing such Liens or Indebtedness.
(iv) If and to the extent not disclosed in Borrower’s SEC Reports filed with the SEC between January 1, 2012 and the date hereof, Lender shall have received a list of any material litigation, arbitration, administrative regulatory compliance proceedings, or investigations pending or, to the knowledge of the Borrowers, threatened before any court or arbitrator or before or by any Government Authority against the Borrowers.
(v) The Lender shall have received evidence, satisfactory to the Lender in its sole discretion, that any and all employment agreements, independent contractor agreements, or other agreements pertaining to the employment, retention or compensation of directors, officers, employees or staff of the Borrower, have been amended to permit a change of control and/or the changes in the ownership percentage of the Lender as contemplated by the Transaction Documents.
Other Documents/Matters. (a) Representations and Warranties of Company. Subject in part to the accuracy of the representations of ▇▇▇▇▇▇▇ set forth in Section 4 hereof, Company hereby affirms to ▇▇▇▇▇▇▇ the same representations and warranties made in Section 4 of the Series A Purchase Agreement.