Common use of Required Deliveries Clause in Contracts

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. Each Accession Agreement delivered by a New Guarantor under the immediately preceding subsections subsection (a) or (b) shall be accompanied by all of the following items, each in form and substance satisfactory to the Administrative 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 (and with reference to documents filed and certified by the applicable state Secretary of State) by the Secretary of State of the State of formation or Assistant Secretary (or other individual performing similar functions) 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 state of formation organization 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 qualifiedGuarantor; (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) 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 and, upon the Administrative Agent’s request, 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 partyentity; (v) to the extent reasonably requested by the Administrative Agent, an opinion of counsel to the Borrower and such New GuarantorGuarantor (solely to the extent organized in Delaware), addressed to the Administrative 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 Administrative Agent or its counsel may reasonably request; and (vi) such other documents and instruments as the Administrative Agent may reasonably request.

Required Deliveries. Each Accession Agreement delivered by a New Guarantor under the immediately preceding subsections subsection (a) or (b) shall be accompanied by all of the following items, each in form and substance satisfactory to the Administrative 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 (and with reference to documents filed and certified by the applicable state Secretary of State) by the Secretary of State of the State of formation or Assistant Secretary (or other individual performing similar functions) 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 state of formation organization 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 qualifiedowns any Eligible Property, if any; (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) 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 and, upon the Administrative Agent’s request, 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 partyentity; (v) to the extent reasonably requested by the Administrative Agent, an opinion of counsel to the Borrower and such New Guarantor, addressed to the Administrative 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 Administrative Agent or its counsel may reasonably request; and (vi) such other documents and instruments as the Administrative Agent may reasonably request.

Required Deliveries. Each Accession Agreement delivered by a New Guarantor under the immediately preceding subsections subsection (a) or (b) shall be accompanied by all of the following items, each in form and substance satisfactory to the Administrative 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 (and with reference to documents filed and certified by the applicable state Secretary of State) by the Secretary of State of the State of formation or Assistant Secretary (or other individual performing similar functions) 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 state of formation organization 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 qualifiedowns a Pool Asset, if any; (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) 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 and, upon Administrative Agent’s request, 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 partyentity; (v) an opinion of counsel to the Borrower and such New Guarantor, addressed to the Administrative 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 Administrative Agent or its counsel may request; and (vi) such other documents and instruments as the Administrative Agent may reasonably request.

Required Deliveries. Each Accession Agreement delivered by a New Guarantor under the immediately preceding subsections (a) or (b) shall be accompanied by all each of the following items, each in form and substance reasonably satisfactory to the Agent: (i) an opinion of counsel to such New Guarantor, addressed to the Agent and the Lenders and addressing the same legal matters as are addressed in the opinions delivered pursuant to Section 6.1.(a)(iv); (ii) the certificate or articles of incorporation, articles of organization, certificate of limited partnership partnership, declaration of trust 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 state of formation of such New Guarantor; (iiiii) a Certificate certificate of Good Standing good standing (or certificate of similar meaning meaning) with respect to such New Guarantor issued as of a recent date by the Secretary of State of the State 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; (iiiiv) 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; (ivv) copies certified by the Secretary or Assistant Secretary of such New Guarantor (or other individual performing similar functions) of (1i) 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 (2ii) 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 Agent, or any Lender through the Agent, may reasonably request.

Required Deliveries. Each Accession Agreement delivered by a New Guarantor under the immediately preceding subsections subsection (a) or (b) shall be accompanied by all of the following items, each in form and substance satisfactory to the Administrative 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 (and with reference to documents filed and certified by the applicable state Secretary of State) by the Secretary of State of the State of formation or Assistant Secretary (or other individual performing similar functions) 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 state of formation organization 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 qualifiedowns any Eligible Property, if any; (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) 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 and, upon the Administrative Agent’s request, 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 partyentity; (v) to the extent reasonably requested by the Administrative Agent, an opinion of counsel to the Borrower and such New GuarantorGuarantor (solely to the extent organized in Delaware), addressed to the Administrative 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 Administrative Agent or its counsel may reasonably request; and (vi) such other documents and instruments as the Administrative Agent may reasonably request.

Required Deliveries. Each Accession Agreement required to be delivered by a New Guarantor under the immediately preceding subsections subsection (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 Fxxxx & Lxxxxxx, counsel to the Borrower and such New GuarantorBorrower, 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. 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 Xxxxx & Xxxxxxx, counsel to the Borrower and such New GuarantorRCLP, 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. Each Accession Agreement delivered by a New Development Affiliate 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 Development Affiliate Guarantor certified as of a recent date by the Secretary of State of the State of formation of such New Development Affiliate Guarantor; (ii) a Certificate of Good Standing or certificate of similar meaning with respect to such New Development Affiliate Guarantor issued as of a recent date by the Secretary of State of the State of formation of such New Development Affiliate 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 Development Affiliate 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 Development Affiliate Guarantor with respect to each of the officers of such New Development Affiliate Guarantor authorized to execute and deliver the Loan Documents to which such New Development Affiliate Guarantor is a party; (iv) copies certified by the Secretary or Assistant Secretary of such New Development Affiliate Guarantor (or other individual performing similar functions) of (1) the by-laws of such New Development Affiliate 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 Development Affiliate Guarantor to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (v) an opinion of Xxxxx & Xxxxxxx, counsel to the Borrower and such New GuarantorRCLP, addressed to the Agent and Lenders, and regarding, among other things, the authority of such New Development Affiliate 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. Each Accession Agreement delivered by a New Guarantor under the immediately preceding subsections subsection (a) or (b) shall be accompanied by all of the following items, each in form and substance satisfactory to the Administrative 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 (and with reference to documents filed and certified by the applicable state Secretary of State) by the Secretary of State of the State of formation or Assistant Secretary (or other individual performing similar functions) 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 state of formation organization 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 qualifiedowns an Eligible Asset, if any; (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) 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 and, upon the Administrative Agent’s request, 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 partyentity; (v) to the extent reasonably requested by the Administrative Agent, an opinion of counsel to the Borrower and such New Guarantor, addressed to the Administrative 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 Administrative Agent or its counsel may reasonably request; and (vi) such other documents and instruments as the Administrative Agent may reasonably request.

Required Deliveries. Each Accession Agreement delivered by a New Guarantor under the immediately preceding subsections (a) or (b) shall be accompanied by all each of the following items, each in form and substance reasonably satisfactory to the Agent: (i) an opinion of counsel to such New Guarantor, addressed to the Agent and the Lenders and addressing the same legal matters as are addressed in the opinions delivered pursuant to Section 6.1.(a)(iv); -42- (ii) the certificate or articles of incorporation, articles of organization, certificate of limited partnership partnership, declaration of trust 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 state of formation of such New Guarantor; (iiiii) a Certificate certificate of Good Standing good standing (or certificate of similar meaning meaning) with respect to such New Guarantor issued as of a recent date by the Secretary of State of the State 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; (iiiiv) 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; (ivv) copies certified by the Secretary or Assistant Secretary of such New Guarantor (or other individual performing similar functions) of (1i) 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 (2ii) 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 Agent, or any Lender through the Agent, may reasonably request.

Required Deliveries. Each Accession Agreement delivered by a New Guarantor under the immediately preceding subsections subsection (a) or (b) shall be accompanied by all of the following items, each in form and substance satisfactory to the Administrative 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 (and with reference to documents filed and certified by the applicable state Secretary of State) by the Secretary of State of the State of formation or Assistant Secretary (or other individual performing similar functions) 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 state of formation organization 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 qualifiedowns n Eligible Asset, if any; (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) 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 and, upon the Administrative Agent’s request, 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 partyentity; (v) to the extent reasonably requested by the Administrative Agent, an opinion of counsel to the Borrower and such New Guarantor, addressed to the Administrative 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 Administrative Agent or its counsel may reasonably request; and (vi) such other documents and instruments as the Administrative Agent may reasonably request.