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

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 and the Term Notes to be issued hereunder and each document, instrument and agreement required to be delivered by any Section hereof and resolutions of each Guarantor's board of directors authorizing the execution and delivery of the Guaranty and (ii) Borrower's and each Guarantor's Articles of Incorporation and By-laws; (d) an incumbency certificate identifying all Authorized Officers of Borrower and each signatory of the Guaranty on behalf of each Guarantor authorizing the execution and delivery of the Guaranty, with specimen signatures; (e) a written opinion of Borrower's and each Guarantor's independent counsel addressed to Agent for the benefit of all Lenders; (f) certification by Borrower's chief financial officer that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower since June 30, 1998; (g) payment by Borrower of all Expenses associated with the Credit Facility incurred to the Closing Date; (h) Uniform Commercial Code, judgment, federal and state tax lien searches against Borrower, at 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 Borrower's Property and showing Borrower to be in good standing in each jurisdiction where the failure to so qualify might have a material adverse affect on Borrower's business, financial condition, Property or Agent's and/or Lenders' rights hereunder;

Resolutions, Opinions, and Other Documents. Borrower Prior to the Closing, ------------------------------------------ Borrowers shall have delivered to Agent Lender 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 each Borrower's board of directors authorizing the execution of this Agreement, the Revolving Credit Notes and the Term Notes to be issued hereunder Agreement and each documentinstrument, instrument agreement and agreement document required to be delivered by any Section hereof and resolutions of each Guarantor's board of directors authorizing the execution and delivery of the Guaranty and (ii) each Borrower's and each Guarantor's Articles of Incorporation and By-laws; (d) an incumbency certificate identifying all Authorized Officers of Borrower and each signatory of the Guaranty on behalf of each Guarantor authorizing the execution and delivery of the GuarantyBorrower, with specimen signatures; (e) a written opinion of Borrower's and each Guarantor's Borrowers' independent counsel addressed to Agent for the benefit of all LendersLender; (f) certification by Borrower's Borrowers' chief financial officer that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower Borrowers since June 30December 31, 19981996; (g) payment by Borrower Borrowers of all Expenses associated with the Credit Facility incurred to the Closing DateDate 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 Borrower's Borrowers' business, financial condition, Property or AgentLender's and/or Lenders' rights hereunder;; and (i) Copies of the Subordination Agreement(s) with respect to the Subordinated Debt.