Acquisition Documents As of the Closing Date:
(a) Borrower has furnished Bank with true, correct and complete execution copies of all Acquisition Documents. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of each Acquisition Document to which it is a party.
(b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation of the Acquisition and all applicable waiting periods with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions.
(c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a party, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise.
(d) The execution, delivery and performance of the Acquisition Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect.
(e) Borrower has not granted a collateral assignment of, or a security interest over the Acquisition Documents (other than in favor of Bank) and Borrower has not sold, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank).
(f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, by any other party thereto.
Formation Documents With respect to the Issuing Entity, the Certificate of Trust and the Trust Agreement, (ii) with respect to the Grantor Trust, the Grantor Trust Certificate of Trust and the Grantor Trust Agreement, and (iii) with respect to the Depositor, the certificate of formation of the Depositor filed in Delaware, dated as of January 4, 2019 and the amended and restated limited liability company agreement of the Depositor, dated as of March 27, 2019, made by the Sponsor, as member.
Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.
Adverse Agreements Company is not, and will not be as of the Closing Date, a party to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation that materially and adversely affects the condition (financial or otherwise), operations, assets, liabilities, business or prospects of Company, the Business or the Assets.
Operating Agreement The Borrower will not amend, modify, waive or terminate any provision of its operating agreement without the prior written consent of the Administrative Agent.
Student Agreement It is important that I work to the best of my ability. Therefore, I shall strive to do the following:
Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.
Amendments of Organization Documents Amend any of its Organization Documents in a manner materially adverse to the Lenders.
Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.
Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.
