Common use of Resolutions, Opinions, and Other Documents Clause in Contracts

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, delivered to Lender the following: a. this Agreement, the Revolving Credit Note Notes and each of the other Loan Documents Documents, all properly executed; b. financing statements, control agreements 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 each Borrower’s and each Surety’s board of directors’ directors or other governing body authorizing the execution, delivery and performance of this Agreement, the Revolving Credit Note Notes to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof and (ii) each Borrower’s and each Surety’s articles or certificate of incorporation and by-lawsbylaws; d. an incumbency certificate for each Borrower identifying all of its 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. f. certification by the president an officer of each Borrower that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower since May December 31, 20022015; h. g. payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, Term Loan Commitment Fee and Expenses associated with the Loans; i. h. searches and certificates required under Section 3.4; i. insurance certificates and policies required under Section 6.2; j. a full copy of the executed Indenture Agreement and all related documentsevidence that Avon has loaned at least Five Hundred Thousand Dollars ($500,000) to Borrower; k. a pro forma Compliance Certificate; l. an initial Borrowing Certificate dated the Indenture Trustee AcknowledgmentClosing Date; and l. m. such other documents reasonably required by Lender.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered, or caused to be delivered, delivered to Lender the following: a. this Agreement, the Revolving Credit Note Notes and each of the other Loan Documents all properly executed; b. financing statements, control agreements statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this AgreementBorrower;` c. certified copies of (i) resolutions of Borrower’s and each Surety’s board of directors’ directors authorizing the execution, delivery and performance of this Agreement, the Revolving Credit Note 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 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 collateral audit of Borrower’s assets, liabilities, books and each Surety’s independent counsel addressed records, satisfactory in all respects to Lender and opinions of such other counsel as Lender deems reasonably necessaryLender; 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 Commitment Fee, and all Expenses associated with the LoansRevolving Credit Facility, the Term Loan Facility and the Guidance Line Facility; i. h. searches and certificates required under Section 3.4; i. insurance certificates and policies as required under Section 6.2; j. a full copy of the executed Indenture Agreement and all related documentsrequired field exams shall have been completed to Lender’s satisfaction; k. Borrower’s Information Certificate; l. the Indenture Trustee Acknowledgment; and l. waivers of landlord’s or warehouse’s liens required under Section 3.5; m. such other documents reasonably required by Lender.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered, or caused to be delivered, delivered to Lender the following: a. this Agreement, the Revolving Credit Note and Note, each of the other Loan Documents all properly executed; b. financing statementsDocuments, control agreements and each of the any other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement, all properly executed; c. b. certified copies of (i) resolutions of Borrower’s and each Surety’s board of directors’ authorizing directors (or the executive committee thereof) ratifying, affirming and approving 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 hereof; and (ii) Borrower’s and each Surety’s articles or certificate of incorporation and incorporation, by-lawslaws and certificate of good standing; d. c. 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; d. reserved; e. evidence of any third party consent, including any consent of a written opinion Governmental Authority, needed to authorize the Loan and the execution and delivery of the Loan Documents by Borrower’s and each Surety’s independent counsel addressed to Lender and opinions of such other counsel as Lender deems reasonably necessary; f. opinion of counsel to Borrower; g. such financial statements, reports, certifications and other operational information as Lender may reasonably require, satisfactory in all respects to Lender; g. h. certification by the president chief executive officer or other Authorized Officer of Borrower that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower since May December 31, 20022009; h. i. payment by Borrower of all fees includingfees, without limitation, including 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 Each Loan Party shall have delivered, or caused to be delivered, delivered to Lender the following: a. this Agreement, the Revolving Credit Term Loan Note and each of the other Loan Documents to be executed and/or delivered by each Borrower or any other Person pursuant to this Agreement, all properly executed; b. financing statements, control agreements certificates evidencing the Capital Stock pledged to Lender under the Pledge Agreement, duly indorsed in blank, and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this AgreementLoan Documents; c. the landlord’s and warehouseman’s waivers required under Section 3.5; d. certified copies of (i) resolutions of Borrower’s and each SuretyLoan Party’s board of directors’ , authorizing the execution, delivery and performance of this Agreement, the Revolving Credit Term Loan Note to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof and (ii) Borrowereach Loan Party’s and each Surety’s articles or certificate Organizational Documents (certified by the applicable secretary of incorporation and by-lawsstate), as applicable; d. e. an incumbency certificate for Borrower each Loan Party 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. f. a written opinion of Borrower’s and each SuretyLoan Party’s independent counsel addressed to Lender and opinions of such other counsel as Lender deems reasonably necessary; f. g. such financial statements, reports, certifications and other operational information as Lender may reasonably require, satisfactory in all respects to Lender; g. h. certification by an Authorized Officer of the president of Borrower Borrowers that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower the Borrowers, taken as a whole, since May December 31, 20022015; h. i. certification by an Authorized Officer of Parent that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Parent since December 31, 2015; j. payment by Borrower Borrowers of all fees including, without limitation, the Revolving Credit Closing Fee, Fee and all Expenses associated with the LoansTerm Loan required to be paid hereunder; i. k. searches and certificates required under Section 3.4; j. a full copy of the executed Indenture Agreement l. insurance certificates and all related documentspolicies as required under Section 6.2; k. m. copies of Borrowers’ material contracts with their Affiliates, which Lender shall have reviewed to its satisfaction; n. the Indenture Trustee AcknowledgmentManagement Fee Subordination Agreement, duly executed by all parties thereto; and l. and o. such other documents reasonably required by Lender.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered, or caused to be delivered, delivered to Lender the following: a. this Agreement, the Revolving Credit Note Notes and each of the other Loan Documents all properly executed; b. financing statements, control agreements 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 Surety’s board of directors’ authorizing the execution, delivery and performance of this Agreement, the Revolving Credit Note to be issued hereunder Notes 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 SuretyXxxxxxxx’s independent counsel addressed to Lender Xxxxxx and opinions of such other counsel as Lender Xxxxxx deems reasonably necessary; f. a collateral audit of Xxxxxxxx’s assets, liabilities, books and records, satisfactory in all respects to Lender; g. 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, Fee and Expenses associated with the Loans; i. searches Searches and certificates required under Section 3.4; j. a full copy of the executed Indenture Agreement Insurance certificates and all related documentspolicies as required under Section 6.2; k. an initial Borrowing Certificate dated the Indenture Trustee AcknowledgmentClosing Date; l. instruments and agreements required under Section 3.5; and l. and m. such other documents reasonably required by Lender.

Resolutions, Opinions, and Other Documents. Borrower Prior to the Closing, BORROWERS shall have delivered, or caused delivered to be delivered, to Lender LENDER the following: a. this (a) a duly and fully executed Agreement, the Revolving Credit Note and Term Note; (b) each instrument, document and agreement required to be executed under any provision of this Agreement or any of the other Loan Documents all properly executedDocuments; 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. (c) certified copies of (i) resolutions of Borrower’s and each Surety’s BORROWER'S board of directors’ directors or partners, as applicable, authorizing the execution, delivery and performance execution of this Agreement, the Revolving Credit Note, the Term Note to be issued hereunder and each of the other Loan Documents document required to be delivered by any Section hereof this Agreement and (ii) Borrower’s each BORROWER'S Articles of Incorporation and each Surety’s articles By-laws or certificate Certificate of incorporation Limited Partnership and by-lawsPartnership Agreement, as applicable, or certifications that such documents have not been amended since being delivered under the Existing Credit Agreement; d. an (d) incumbency certificate for Borrower certificates identifying all Authorized OfficersOfficers of each BORROWER, 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 otherwisee) of Borrower since May 31, 2002; h. payment by Borrower BORROWERS of all fees including, without limitationthe Commitment Fee, the Revolving Credit Closing Fee, Term Loan Commitment Fee and all Expenses associated with the LoansTotal Facility and the Term Loan incurred to the Closing Date; i. searches (f) LENDER shall have received copies of each of the accreditations, licenses, certifications required by Section 5.3 below and certificates required under Section 3.4all Contracts requested by LENDER; j. (g) a full copy balance sheet as of March 31, 2002 and related statement of income and statement of cash flows for the month and fiscal year then ended, prepared in accordance with GAAP; and (h) all other instruments, certificates, documents, information and reports required or requested to be executed and/or delivered by BORROWERS under any provision of this Agreement or any of the executed Indenture Agreement and all related documents; k. the Indenture Trustee Acknowledgment; and l. such other documents reasonably required by LenderLoan Documents.

Resolutions, Opinions, and Other Documents. Prior to the Closing, Borrower shall have delivered, delivered or caused cause to be delivered, delivered to Lender the following: a. (a) this Agreement, Agreement and the Revolving Credit Promissory Note (including an original signature page for Borrower); (b) each document and each agreement required to be executed under any provision of this Agreement or any of the other Loan Documents all properly executedDocuments; 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. (c) certified copies of (i) resolutions of Borrower’s and each Surety’s board of directors’ directors authorizing the execution, delivery and performance execution of this Agreement, the Revolving Credit Note to be issued hereunder and each of Promissory Note, the other Loan Documents and each other document to which it is a party, required to be delivered by any Section hereof and hereof, (ii) the Borrower’s Organizational Documents and each Surety’s articles or certificate of incorporation (iii) an officer and by-lawsincumbency certificate; d. an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures (d) the 2008 Projected Cash Flow Statements and an incumbency certificate for each Surety identifying all individuals authorized to execute each Surety Agreement with specimen signaturesthe 2009 Projected Cash Flow Statements (attached hereto as Exhibit 3.01(d)); e. a written opinion (e) all other documents, information and reports required or requested to be executed and/or delivered by Borrower under any provision of Borrower’s and each Surety’s independent counsel addressed to Lender and opinions this Agreement or any of such other counsel as Lender deems reasonably necessarythe Loan Documents; f. such financial statements, reports, certifications (f) the Intercreditor Agreements between the Subordinated Noteholders and other operational information as Lender may reasonably require, satisfactory in all respects to the Lender; g. certification (g) the Note Purchase Agreement; (h) the Security and Pledge Agreement; (i) a Mortgage filed on all real property owned 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, 2002Borrowers; h. payment by Borrower of all fees including, without limitation, (j) satisfactory evidence that the Revolving Credit Closing Fee, and Expenses associated with Escrow Account has been established (k) the LoansEscrow Agreement; i. searches and certificates required under Section 3.4; j. a full copy (l) an original stock certificate representing 100% of the issued and outstanding shares of Minrad Sub with an attached stock power executed Indenture Agreement in blank, and (m) evidence of the filing of UCC-3 terminations statements and all related documents; k. other lien release agreements with respect to the Indenture Trustee Acknowledgment; UCC-1s and l. such other documents reasonably required by Lenderliens set forth on Schedule 3.01(m).