Required Deliveries. Each Accession Agreement delivered by a New Guarantor under the immediately preceding subsections (a) or (b) shall be accompanied by all of the following items, each in form and substance satisfactory to the Agent:
(i) the articles of incorporation, articles of organization, certificate of limited partnership or other comparable organizational instrument (if any) of such New Guarantor certified as of a recent date by the Secretary of State of the State of formation of such New Guarantor;
(ii) a Certificate of Good Standing or certificate of similar meaning with respect to such New Guarantor issued as of a recent date by the Secretary of State of the State of formation of such New Guarantor and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of each state in which such New Guarantor is required to be so qualified;
(iii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of such New Guarantor with respect to each of the officers of such New Guarantor authorized to execute and deliver the Loan Documents to which such New Guarantor is a party;
(iv) copies certified by the Secretary or Assistant Secretary of such New Guarantor (or other individual performing similar functions) of (1) the by-laws of such New Guarantor, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (2) all corporate, partnership, member or other necessary action taken by such New Guarantor to authorize the execution, delivery and performance of the Loan Documents to which it is a party;
(v) an opinion of counsel to the Borrower and such New Guarantor, addressed to the Agent and Lenders, and regarding, among other things, the authority of such New Guarantor to execute, deliver and perform the Guaranty, and such other matters as the Agent or its counsel may request; and
(vi) such other documents and instruments as the Agent may reasonably request.
Required Deliveries. Lessee and Agent may continue to deal solely and directly with the assignor Lessor in connection with any interest so assigned until (i) notice of such assignment shall have been given to Lessee and Agent by Lessor or its assignee; and (ii) the assignor and assignee shall have executed and delivered to Agent and Lessee an instrument of assignment in the form attached hereto as Exhibit G. When Agent and Lessee have received the items listed in clauses (i) and (ii) of the preceding sentence, subject to subparagraph (a) above, the assignee shall be a party hereto and the other Operative Documents to which the assignor was (or in the case of a partial assignment, is) a party and, to the extent of the rights and obligations so assigned to it, shall have the rights and obligations of a Lessor hereunder and under such other Operative Documents, and the assignor shall relinquish its rights and be released from its obligations hereunder and under such other Operative Documents. The Agent shall maintain a copy of each instrument of assignment delivered to it.
Required Deliveries. Each Accession Agreement (or Guaranty, as applicable) delivered by a Subsidiary required to become a Guarantor under the immediately preceding subsection (a) (each, a “New Guarantor”) shall be accompanied by (i) the items that would have been delivered under Sections 6.1(a)(vii) through (xii), Section 6.1(e) and Section 6.1(f) if such New Guarantor had been a Guarantor on the Agreement Date; (ii) a joinder to the Intercreditor Agreement executed and delivered by such New Guarantor in form and substance reasonably acceptable to the Administrative Agent, (iii) a joinder to the Pledge Agreement (to the extent such New Guarantor owns Equity Interests in a Subsidiary that are not prohibited from being pledged), the Collateral Agreement and any other applicable Security Documents executed and delivered by such New Guarantor in form and substance reasonably acceptable to the Administrative Agent (iv) if such New Guarantor is not a Wholly Owned Subsidiary, a written acknowledgement of all Persons (other than Loan Parties) holding Equity Interests in such New Guarantor, pursuant to which such Persons acknowledge and consent to the Guaranty made by such New Guarantor, and (v) such other documents and instruments as the Administrative Agent may reasonably request.
Required Deliveries. A log, sample analysis, or other information obtained from each test drilled or area sampled on the Leased Premises shall be delivered to Lessor upon a reasonable request as to time and place, and at the cost of Lessor. Further, Lessee shall furnish to Lessor by January 31 of each calendar year during the term of this Lease Agreement a map or plat showing all activities and workings conducted on or in association with this Lease Agreement during the immediately preceding calendar year.
Required Deliveries. Each Accession Agreement delivered by a New Guarantor under the immediately preceding subsection (a) shall be accompanied by (i) the items that would have been delivered under Sections 5.1.(a)(iv), and (vii) through (xi) if such New Guarantor had been a Guarantor on the Agreement Date; (ii) if such New Guarantor is not a Wholly Owned Subsidiary, a written acknowledgement of all Persons (other than Loan Parties) holding Equity Interests in such New Guarantor, pursuant to which such Persons acknowledge and consent to the Guaranty made by such New Guarantor and (iii) such other documents and instruments as the Agent may reasonably request.
Required Deliveries. This Amendment shall become effective on the date (the "Amendment Effective Date") on which all of the following conditions have been satisfied:
(a) This Amendment has been duly executed by Bxxxxxxx and delivered to Lender;
(b) Borrower delivers to Lender a Note in the principal amount of $3,000,000 in form and substance reasonably acceptable to Lender in its sole discretion (the "Land Loan Mortgage Note") made by Borrower and payable to Lender;
(c) Heartland Partners, L.P., a Delaware limited partnership ("Heartland Partners"), executes and delivers to Lender a Guaranty, in form and substance reasonably acceptable to Lender in its sole discretion, which Guaranty shall unconditionally guaranty the repayment in full of the Land Loan and all, other obligations of the Borrower to Lender.
(d) Lxxxxx receives payment of the Land Loan Fee (as hereinafter defined);
(e) Lxxxxx receives an additional endorsement to First American Title Insurance Company Loan Policy No. N9901868 issued by Near North National Title Corporation (the "Title Policy") which (i) amends the description of the Mortgage insured under the Title Policy to include this Amendment, (ii) amends the description of the Assignment of Rents to include this Amendment, (iii) extends the effective date of the Title Policy to the date of the recording of this Amendment, (iv) includes no additional exceptions to title other than those that have been approved in writing by Lender and (v) states that all real estate taxes and assessments applicable to the Property which are due and payable as of the date of such endorsement have been paid in full;
(f) Lxxxxx receives a certified copy of resolutions evidencing the authority of Borrower and Heartland Partners to execute and deliver this Amendment, the Land Loan Mortgage Note and the Guaranty; and
(g) Lender has received such other documents as Lender may reasonably require. Bxxxxxxx's failure to deliver the aforementioned documents and items to Lender on or before March 15, 2001 shall, at the option of Lender, result in this Amendment (including all agreements of Lender contained herein) being null and void and of no further force and effect.
Required Deliveries. Each Accession Agreement delivered by a New Guarantor under the immediately preceding subsection (a) shall be accompanied by the items that would have been delivered under subsections (iv), (v), (vi), (vii) and (viii), of Section 6.1.(a) if such Subsidiary had been a Loan Party on the Effective Date and such other documents and instruments as the Agent may reasonably request.
Required Deliveries. Seller shall have made or be prepared to make at Closing all the deliveries required to be made pursuant to Section 8.3; and
Required Deliveries. This Amendment shall become effective on the date (the "Amendment Effective Date") on which the following conditions have been satisfied:
(a) This Amendment has been duly executed by Borrower and delivered to Lender;
(b) Payment of the $32,500 to Lender as a loan fee for this Amendment (the "Loan Fee");
(c) An additional endorsement to Chicago Title Insurance Company Loan Policy No. 34 902 107 WS9905211 (the "Existing Title Policy") which (i) amendx xxx xxscription of the Deed of Trust insured under the Existing Title Policy to include this Amendment, (ii) amends the description of the Assignment of Rents to include this Amendment, (iii) extends the effective date of the Existing Title Policy to the date of the recording of this Amendment, (iv) includes no additional exceptions to title other than those that have been approved in writing by Lender and (v) states that all real estate taxes and assessments applicable to the Land which are due and payable as of the date of such endorsement have been paid in full;
(d) A certified copy of Resolutions of Borrower and the general partner of Borrower evidencing the authority of Borrower and said general partner to execute and deliver this Amendment and the Acquisition Note has been delivered to Lender; and
(e) Lender has received such other documents as Lender may reasonably require.
Required Deliveries. The Buyer shall have executed and delivered to Seller all of the documents required to be executed and/or delivered by Buyer pursuant to Section 7.3 hereof.
