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 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 each Borrower’s board of directors or other governing body 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) each Borrower’s certificate of incorporation and bylaws; d. an incumbency certificate for each Borrower identifying all of its Authorized Officers, with specimen signatures; e. such financial statements, reports, certifications and other operational information as Lender may reasonably require, satisfactory in all respects to Lender; f. certification by 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 December 31, 2015; g. payment by Borrower of all fees including, without limitation, the Revolving Credit Fee, Term Loan Commitment Fee and Expenses associated with the Loans; h. searches and certificates required under Section 3.4; i. insurance certificates and policies required under Section 6.2; j. evidence 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 Closing Date; and m. 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, 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 each Borrower’s 's board of directors directors' or other governing body 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) each Borrower’s 's articles or certificate of incorporation and bylawsby-laws or certificate of formation and operating agreement, as applicable; d. an incumbency certificate for each Borrower identifying all of its Authorized Officers, with specimen signatures; e. a written opinion of Borrower'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; g. such financial statements, reports, certifications and other operational information as Lender may reasonably require, satisfactory in all respects to Lender; f. h. certification by an officer the Chief Financial Officer of each Borrower that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower since December 31April 30, 20152011; g. i. payment by Borrower of all fees including, without limitation, the Revolving Credit Fee, Term Loan Commitment Closing Fee and Expenses associated with the Loans; h. j. searches and certificates required under Section 3.4; i. insurance certificates and policies required under Section 6.2; j. evidence that Avon has loaned at least Five Hundred Thousand Dollars ($500,000) to Borrower; k. a pro forma Compliance Certificatethe Motorola Subordination Agreement; l. an initial Borrowing Certificate dated the Closing DateDate (including, without limitation, a calculation of Borrower’s Undrawn Availability); and and m. 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 Revolving Credit Note, each of the other Loan Documents, all properly executed; b. financing statements 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 each Borrower’s board of directors (or other governing body authorizing the executive committee thereof) ratifying, affirming and approving the execution, delivery and performance of this Agreement, the Notes 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) each Borrower’s certificate of incorporation incorporation, by-laws and bylawscertificate of good standing; d. c. an incumbency certificate for each Borrower identifying all of its Authorized Officers, with specimen signatures; d. reserved; e. evidence of any third party consent, including any consent of a Governmental Authority, needed to authorize the Loan and the execution and delivery of the Loan Documents by Borrower; 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; f. h. certification by an the chief executive officer or other Authorized Officer of each Borrower that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower since December 31, 20152009; g. i. payment by Borrower of all fees includingfees, without limitation, including the Revolving Credit Closing Fee, Term Loan Commitment Fee and Expenses associated with the Loans; h. searches and certificates required under Section 3.4; i. insurance certificates and policies required under Section 6.2; j. evidence 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 Closing Date; and 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 Notes Revolving Credit Note and each of the other Loan Documents, Documents all properly executed; b. financing statements 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 BorrowerSurety’s board of directors or other governing body directors’ authorizing the execution, delivery and performance of this Agreement, the Notes Revolving Credit Note 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 bylawsby-laws; 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; f. g. certification by an officer the president of each Borrower that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower since December May 31, 20152002; g. h. payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, Term Loan Commitment Fee and Expenses associated with the Loans; h. i. searches and certificates required under Section 3.4; i. insurance certificates j. a full copy of the executed Indenture Agreement and policies required under Section 6.2; j. evidence that Avon has loaned at least Five Hundred Thousand Dollars ($500,000) to Borrowerall related documents; k. a pro forma Compliance Certificate; l. an initial Borrowing Certificate dated the Closing DateIndenture Trustee Acknowledgment; and m. 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, 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 each Borrower’s board of directors or other governing body 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 and (ii) each Borrower’s articles or certificate of incorporation and bylawsby-laws; d. an incumbency certificate for each Borrower identifying all of its Authorized Officers, with specimen signatures; e. a written opinion of Xxxxxxxx’s independent counsel addressed to Xxxxxx and opinions of such other counsel as 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; f. certification by 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 December 31, 2015; g. h. payment by Borrower of all fees including, without limitation, the Revolving Credit Fee, Term Loan Commitment Closing Fee and Expenses associated with the Loans; h. searches i. Searches and certificates required under Section 3.4; i. insurance j. Insurance certificates and policies as required under Section 6.2; j. evidence 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 Closing Date; l. instruments and agreements required under Section 3.5; and and m. such other documents reasonably required by Lender.