Resolutions, Opinions, and Other Documents. Borrower shall have delivered, or caused to be delivered to Administrative Agent the following:
(a) this Agreement, the Notes, the Security Documents and each of the other Loan Documents, all properly executed;
(b) financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement;
(c) certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s board of directors or managing members (as applicable) authorizing the execution, delivery and performance of this Agreement, the Notes to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof and (ii) Borrower’s and each applicable Subsidiary’s articles or certificate of incorporation and by-laws or certificate of formation and operating agreement, as applicable;
(d) an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures;
(e) a written opinion of Borrower’s independent counsel addressed to Administrative Agent for the benefit of the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessary;
(f) certification by the president of Borrower that there has not occurred any Pre-Closing Material Adverse Effect;
(g) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the Loans;
(h) completed Lien searches;
(i) insurance certificates and policies as required under Section 5.2;
(j) an initial Borrowing Certificate dated the Closing Date;
(k) certification by the president of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closed; and
(l) certification by the president of Borrower that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closed.
Resolutions, Opinions, and Other Documents. Borrower shall have delivered, or caused to be delivered, to Lender the following:
a. this Agreement, the Revolving Credit Note and each of the other Loan Documents all properly executed;
b. financing statements, control agreements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement;
c. certified copies of (i) resolutions of Borrower’s and each Surety’s board of directors’ authorizing the execution, delivery and performance of this Agreement, the Revolving Credit Note to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof and (ii) Borrower’s and each Surety’s articles or certificate of incorporation and by-laws;
d. an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures and an incumbency certificate for each Surety identifying all individuals authorized to execute each Surety Agreement with specimen signatures;
e. a written opinion of Borrower’s and each Surety’s independent counsel addressed to Lender and opinions of such other counsel as Lender deems reasonably necessary;
f. such financial statements, reports, certifications and other operational information as Lender may reasonably require, satisfactory in all respects to Lender;
g. certification by the president of Borrower that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower since May 31, 2002;
h. payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, and Expenses associated with the Loans;
i. searches and certificates required under Section 3.4;
j. a full copy of the executed Indenture Agreement and all related documents;
k. the Indenture Trustee Acknowledgment; and l. such other documents reasonably required by Lender.
Resolutions, Opinions, and Other Documents. Borrower shall have delivered, or caused to be delivered to Lender the following:
a. this Agreement, the Notes and each of the other Loan Documents all properly executed;
b. financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement;
c. certified copies of (i) resolutions of Borrower's board of directors authorizing the execution, delivery and performance of this Agreement, the Notes to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof, (ii) Borrower's Articles or Certificate of Incorporation and By-laws, (iii) resolutions of Surety's board of directors authorizing the execution, delivery, and performance of the Intellectual Property Agreements and (iv) Surety's Articles or Certificate of Incorporation and By-laws ;
d. an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures;
e. a written opinion of Borrower's and Surety's independent counsel addressed to Lender and opinions of such other counsel as Lender deems reasonably necessary;
f. a collateral audit of Borrower's assets, liabilities, books and records, satisfactory in all respects to Lender;
Resolutions, Opinions, and Other Documents. Borrower shall have delivered, or caused to be delivered to Lender the following:
a. this Agreement, the Note and each of the other Loan Documents, all properly executed;
b. each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement;
c. certified copies of (a) (i) resolutions of Borrower authorizing the execution, delivery and performance of this Agreement, the Note to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof and (ii) Borrower’s certificate of incorporation and bylaws;
d. an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures;
e. good standing certificates concerning Borrower from the state of Delaware and each other state in which Borrower conducts business; and
f. such other documents reasonably required by Lender.
Resolutions, Opinions, and Other Documents. Companies shall have delivered, or caused to be delivered to Agent the following: executed;
a. this Agreement and each of the other Transaction Documents all properly
b. each of the other documents to be executed and/or delivered by Companies or any other Person pursuant to this Agreement;
Resolutions, Opinions, and Other Documents. Borrower shall have delivered or caused to be delivered to Agent the following:
(a) this Agreement, the Term Loan Notes and the Revolving Credit Notes, all properly executed;
(b) each other Loan Document;
Resolutions, Opinions, and Other Documents. Borrower shall have delivered to Agent the following:
(a) this Agreement and the Revolving Credit Notes all properly executed; (b) each document and agreement required to be executed under any provision of this Agreement or any related agreement; (c) certified copies of (i) resolutions of Borrower's board of directors authorizing the execution of this Agreement, the Revolving Credit Notes to be issued hereunder and each document, instrument and agreement required to be delivered by any Section hereof and (ii) Borrower's articles of incorporation and bylaws; (d) an incumbency certificate identifying all Authorized Officers of Borrower, with specimen signatures; (e) a written opinion of Borrower's counsel addressed to Agent for the benefit of all Lenders;
Resolutions, Opinions, and Other Documents. Each of Borrowers shall have delivered to Agent the ------------------------------------------- following:
(a) this Agreement and the Revolving Credit Notes all properly executed; (b) each document and agreement required to be executed under any provision of this Agreement or any related agreement; (c) certified copies of (i) resolutions of the board of directors of Borrower authorizing the execution of this Agreement, and the Revolving Credit Notes to be issued hereunder and each document required to be delivered by any Section hereof and (ii) Borrower's Articles or Certificate of Incorporation and By-laws;
Resolutions, Opinions, and Other Documents. Prior to the Closing, ------------------------------------------ Borrowers shall have delivered to Lender the following:
(a) this Agreement properly executed;
(b) each document and agreement required to be executed under any provision of this Agreement or any related agreement;
(c) certified copies of (i) resolutions of each Borrower's board of directors authorizing the execution of this Agreement and each instrument, agreement and document required to be delivered by any Section hereof and (ii) each Borrower's Articles of Incorporation and By-laws;
(d) an incumbency certificate identifying all Authorized Officers of each Borrower, with specimen signatures;
(e) a written opinion of Borrowers' independent counsel addressed to Lender;
(f) certification by Borrowers' chief financial officer that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrowers since December 31, 1996;
(g) payment by Borrowers of all Expenses associated with the Credit Facility incurred to the Closing Date and the Facility Fee;
(h) Uniform Commercial Code, judgment, federal and state tax lien searches against each Borrower, at each Borrower's expense, showing that the Collateral is not subject to any Liens, together with Good Standing and Corporate Tax Lien Search Certificates showing no tax Liens on either Borrower's Property and showing each Borrower to be in good standing in each jurisdiction where the failure to so qualify might have a material adverse affect on Borrowers' business, financial condition, Property or Lender's rights hereunder; and
(i) Copies of the Subordination Agreement(s) with respect to the Subordinated Debt.
Resolutions, Opinions, and Other Documents. The Borrower shall have delivered to the Administrative Agent the following:
(i) this Agreement, the Revolving Credit Notes, and the Swing Line Note all properly executed;
(ii) each of the other Loan Documents to be executed by the Borrower or by any other Person pursuant to the terms hereof;
(iii) Guarantees properly executed by each of the Guarantors;
(iv) certified copies of (A) resolutions of the Borrower's board of directors authorizing the execution of this Agreement, the Revolving Credit Notes, the Swing Line Note to be issued hereunder and each of the other Loan Documents, and (B) the Borrower's Articles or Certificate of Incorporation and Bylaws;
(v) certified copies of (A) resolutions of each Guarantor's board of directors authorizing the execution of the Guarantees and (B) each Guarantor's Articles or Certificate of Incorporation and By-laws;
(vi) an incumbency certificate for the Borrower identifying the parties executing this Agreement, the Revolving Credit Notes, the Swing Line Note and the other Loan Documents with specimen signatures;
(vii) an incumbency certificate for each Guarantor identifying the parties executing the Guarantees, with specimen signatures;
(viii) a written opinion of the Borrower's and Guarantors' counsel addressed to the Administrative Agent for the benefit of all Lenders;
