Receipt of Items and Documents by Agent Sample Clauses

Receipt of Items and Documents by Agent. Agent shall have received and approved the following items and documents, duly executed and in recordable form where applicable, in each case in form and substance satisfactory to Agent and Lenders: (a) copies of all Leases and the Rent Rolls (certified as true and correct by Borrower) and Agent shall have received estoppels from Wachovia with respect to Wachovia Leases; and (b) paid Title Policies (or a commitment to issue such Title Policies), in the amount of the Loan (or allocated portions thereof as Agent may agree), insuring Agent that each Mortgage is a valid first lien on the applicable Mortgaged Property, containing no exceptions to coverage other than Permitted Encumbrances and which Title Policies shall contain: (i) no exception for mechanics’ or materialmen’s liens; (ii) no survey exceptions other than those approved by Agent; (iii) such affirmative insurance and endorsements as Agent shall reasonably require; (c) original ALTA surveys of each Property (each a “Survey”, collectively, the “Surveys”) prepared by licensed surveyors acceptable to Agent each in form and content acceptable to Agent; provided, however, except as set forth below, Borrower may satisfy the foregoing survey requirements with respect to a Property if (x) Borrower provides an existing Survey which is dated on or after January 1, 2004 and an affidavit from the existing owner of the applicable Property to the Title Company as to any changes which otherwise would be reflected on an updated survey, and (y) the Title Company issues the related Title Policy without the generic exceptions with respect to such Survey and with corresponding affirmative coverage with respect thereto. Borrower will be required to provide updated Surveys with respect to the Properties located at 3579-3583 Atlanta, Atlanta Georgia, 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx Xxxxxxxx, 000 Xxxx 0 ½ Xxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxx, 00 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx, 000 Xxxxxxxxxxxx Xx., Xxxxxxxxxxxx, Pa., 00 Xxxxx Xx., Xxxxxxxxxx, Xxxxx Xxxxxxxx and 0000 Xxxxxxxxxx Xx., Xxxxxxx, Xxxxxxxx; (d) UCC, judgment, bankruptcy and other searches with respect to Borrower, Guarantor and such other Persons as Agent shall specify; (e) unless such information is indicated on the applicable Surveys, a certificate from a licensed surveyor or an insurance broker that no Property located in a flood hazard plain as indicated on the maps of the Federal Emergency Management Agency; (f) the Wachovia Estoppels; (g) the E...
Sample 1
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Receipt of Items and Documents by Agent. Agent shall have received and approved the following items and documents, duly executed and in recordable form where applicable, in each case in form and substance satisfactory to Agent: (a) a pro forma Title Policy; (b) the Survey; (c) all Leases in effect as of the Closing Date, and if required by Agent, estoppel certificates from all Lessees and subordination, non-disturbance and attornment agreements with all Lessees whose Leases by their terms are not subordinate to the Mortgage;; (d) current UCC, judgment, bankruptcy and other search reports with respect to Borrower, Guarantor and such other Persons as Agent may require; (e) unless such information is indicated on the Survey, a certificate from a licensed surveyor or an insurance broker that the Premises are not located in a flood hazard plain as indicated on the maps of the Federal Emergency Management Agency; (f) the Environmental Report (and, if such report is not addressed to Agent, a reliance letter for same addressed to Agent), a property condition report and a geotechnical report (and, if such reports are not addressed to Agent, reliance letters for same addressed to Agent); (g) the tax identification number, organizational identification number, and social security number (as applicable) for each of Borrower, Guarantor and such direct or indirect beneficial or equitable owners of Borrower as requested by Agent (h) an organizational chart with respect to Borrower; copies of all organizational and authorizing documents of Borrower and Guarantor; evidence of the good standing of Borrower and Guarantor in their jurisdiction of organization; and evidence of the good standing/qualification to do business in the jurisdiction in which the Premises are located; (i) copies of all licenses, easements, plats or other agreements or instruments pertaining to the Premises and all other Permitted Encumbrances and Premises Documents; (j) copies of Operating Agreements; (k) the Insurance Policies and copies, certificates of insurance or other evidence of the Insurance Policies satisfactory to Agent, together with evidence that: (i) all such Insurance Policies then have an unexpired term acceptable to Agent; (ii) the premiums then due have been paid in full; and (iii) such Insurance Policies are in full force and effect; (l) a letter or report of Agent’s insurance consultant concerning Borrower’s compliance with the requirements of this Loan Agreement as to the Insurance Policies and such other matters pertaini...
Sample 1

Related to Receipt of Items and Documents by Agent

  • Receipt of Items We reserve the right to reject any Image or Item transmitted through the Service, at our discretion, without liability to you. We are not responsible for Images we do not receive or for Images that are dropped during transmission. An Image of an Item shall be deemed received only when you receive a confirmation from us that we have received the Image and accepted your deposit. However, the confirmation that we send you does not mean that the transmission was complete or error free.

  • 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.

  • 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.

  • Amendment of Material Documents No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under (a) any agreement relating to any Subordinated Indebtedness, or (b) its charter, articles or certificate of organization or incorporation and bylaws or operating, management or partnership agreement, or other organizational or governing documents, to the extent any such amendment, modification or waiver would be adverse to the Lenders.

  • Amendment of Bidding Documents 10.1 Before the deadline for submission of bids, the Employer may modify the bidding documents by issuing addenda. 10.2 Any addendum thus issued shall be part of the bidding documents and shall be communicated in writing or by cable to all the purchasers of the bidding documents. Prospective bidders shall acknowledge receipt of each addendum by cable to the Employer. 10.3 To give prospective bidders reasonable time in which to take an addendum into account in preparing their bids, the Employer shall extend as necessary the deadline for submission of bids, in accordance with Sub-Clause 20.2 below.

  • Receipt of Closing Documentation All documentation relating to the due authorization and completion of the sale and purchase hereunder of the Purchased Shares and all actions and proceedings taken on or prior to the Closing in connection with the performance by the Purchaser of its obligations under this Agreement shall be reasonably satisfactory to the Vendors and the Vendors shall have received copies of all such documentation or other evidence as they may reasonably request in order to establish the consummation of the transactions contemplated hereby and the taking of all corporate proceedings in connection therewith in compliance with these conditions, in form (as to certification and otherwise) and substance satisfactory to the Vendors;

  • 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.

  • 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.

  • Amendment Documents This Amendment and any other instrument, document or certificate required by the Agent to be executed or delivered by the Borrower or any other Person in connection with this Amendment, duly executed by such Persons (the "Amendment Documents");

  • 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.

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