Searches, Certificates a. Lender shall, prior to or at Closing, and thereafter as Lender may determine from time to time, at Borrower's expense, obtain the following searches (the results of which are to be consistent with the warranties made by Borrower in this Agreement):
i. UCC searches with the Secretary of State and local filing office of each state where Borrower is organized, maintains its executive office, a place of business, or assets; and
ii. Judgment, state and federal tax lien and corporate tax lien searches, in all applicable filing offices of each state searched under subparagraph (i) above.
b. Borrower shall, prior to or at Closing and at its expense, obtain and deliver to Lender good standing certificates showing Borrower to be in good standing in its state of organization and in each other state in which it is doing and presently intends to do business for which qualification is required.
Searches, Certificates. (a) Lender shall, prior to or at the Closing, and thereafter as Lender may reasonably determine from time to time, at Borrower’s expense, obtain the following searches (the results of which are to be consistent with the warranties made by Borrower in this Agreement):
(i) UCC searches with the Secretary of State and local filing office of each state where Borrower (and each Guarantor) is organized, maintains its executive office, a place of business, or assets; and
(ii) judgment, state and federal tax lien and corporate tax lien searches, in all applicable filing offices of each state searched under subparagraph (i) above.
(b) Borrower shall, prior to or at the Closing and at its sole expense, obtain and deliver to Lender good standing certificates showing Borrower and each corporate Guarantor to be in good standing in its state of organization and in each other state in which it is doing and presently intends to do business for which qualification is required.
Searches, Certificates a. Lender shall, prior to or at Closing, and thereafter as Lender may reasonably determine from time to time, at Borrowers’ expense, obtain the following searches (the results of which are to be consistent with the warranties made by Loan Parties in this Agreement):
(i) UCC searches with the Secretary of State and local filing office of each state where each Loan Party is organized, maintains its executive office, a place of business, or assets; and
(ii) Judgment, state and federal tax lien and corporate tax lien searches, in all applicable filing offices of each state searched under subparagraph (i) above.
b. Each Loan Party shall, prior to or at Closing and at its expense, obtain and deliver to Lender good standing certificates showing such Loan Party to be in good standing in its state of organization and in each other state in which it is doing and presently intends to do business for which qualification is required.
Searches, Certificates a. Lender may, as Lender reasonably determines from time to time, at Lender’s expense, obtain the following searches:
i. UCC searches with the Secretary of State and local filing office of each state where Borrower is organized, maintains its executive office, a place of business, or assets; and
ii. judgment, state and federal tax lien and corporate tax lien searches, in all applicable filing offices of each state searched under subparagraph (i) above.
Searches, Certificates a. Lender shall, prior to or at Closing, and thereafter as Lender may reasonably determine from time to time, at Borrower’s expense, obtain the following searches (the results of which are to be consistent with the warranties made by Borrower in this Agreement):
i. UCC searches with the Secretary of State and local filing office of each state where Borrower (and Guarantor) is organized, maintains its executive office, a place of business, or assets; and
ii. judgment, state and federal tax lien and corporate tax lien searches, in all applicable filing offices of each state searched under subparagraph (i) above.
b. Borrower shall, prior to or at Closing and at its expense, obtain and deliver to Lender good standing certificates showing Borrower and each corporate Guarantor to be in good standing in its state of organization and in each other state in which it is doing and presently intends to do business for which qualification is required.
Searches, Certificates. (a) Administrative Agent shall, prior to or at the Closing, and thereafter as Administrative Agent may reasonably determine from time to time, at Borrower’s expense, obtain the following searches (the results of which are to be consistent with the warranties made by Borrower in this Agreement): (i) UCC searches with the Secretary of State and local filing office of each state where Borrower (and each Guarantor) is organized, maintains its executive office, a place of business, or assets; and (ii) judgment, state and federal tax lien and corporate tax lien searches, in all applicable filing offices of each state searched under subparagraph (i) above.
(b) Borrower shall, prior to or at the Closing and at its sole expense, obtain and deliver to Administrative Agent good standing certificates showing Borrower and each corporate Guarantor to be in good standing in its state of organization and in each other state in which it is doing and presently intends to do business for which qualification is required.
(c) Landlord’s and Warehouseman’s Waivers. Borrower will cause each owner of any premises occupied by Borrower or to be occupied by Borrower and each warehouseman of any warehouse, where, in either event Collateral is held, to execute and deliver to Administrative Agent an instrument, in form and substance satisfactory to Administrative Agent, under which such owner(s) or warehouseman subordinates its/his/their interests in and waives its/his/their right to distrain on or foreclose against the Collateral and agrees to allow Administrative Agent to remain on such premises to dispose of or deal with any Collateral located thereon.
Searches, Certificates. FGI shall, prior to or on the Closing Date, and thereafter as FGI may determine from time to time, at Seller’s expense, obtain the following searches (the results of which are to be consistent with the warranties made by Seller in this Agreement): (i) UCC searches with the Secretary of State and local filing office of each state where Seller and each Guarantor is organized, maintains its executive office, a place of business, or assets; and (ii) judgment, state and federal tax lien and corporate tax lien searches, in all applicable filing offices of each state searched under clause (i) above. Seller shall, prior to or on the Closing Date and at its expense, obtain and deliver to FGI good standing certificates showing Seller to be in good standing in its state of organization and in each other state in which it is doing and presently intends to do business for which qualification is required.
Searches, Certificates. Agent shall, prior to or at Closing, and thereafter as Agent may determine from time to time, at Companies’ expense, obtain the following searches (the results ofwhich are to be consistent with the warranties made by Companies in this Agreement): (i) searches under the Applicable Security Statute with the Secretary of State and local filing office of each state, province or territory where Companies are organized, maintains its chief executive office, a place of business, or assets; (ii) judgment, state and federal tax lien and corporate tax lien searches, in all applicable filing offices of each state searched under clause (i) above and (iii) Bank Act (Canada), insolvency, execution, litigation, judgment, state and federal tax lien and corporate tax lien searches, in all applicable filing offices of each jurisdiction searched under clause (i) above and in all other jurisdictions reasonably determined by Agent and its counsel. Companies shall, prior to or at Closing and at their expense, obtain and deliver to Agent good standing certificates, certificates of status, profile reports or analogous certificate, in each case showing Companies to be in good standing in their respective state, province or territory of organization and in each other state, province or territory in which they are doing and presently intend to do business for which qualification is required.
Searches, Certificates. (a) Agent shall, prior to or at Closing, and thereafter as Agent may determine from time to time, at Borrowers' expense, obtain the following searches (the results of which are to be consistent with the warranties made by Borrowers in this Agreement):
(i) UCC searches with the Secretary of State and local filing office of each state where each Borrower maintains its executive office, a place of business, or assets;
(ii) Judgment, federal tax lien and corporate tax lien searches, in all applicable filing offices of each state searched under subparagraph (i) above; and
(iii) Searches of the type described in clauses (i) and (ii) against Old Phoenix, NEBC and NEBH in such jurisdictions as may be reasonably acceptable to Agent.
Searches, Certificates. (a) Lender may from time to time, at Debtor’s expense, obtain the following searches (the results of which are to be consistent with the warranties made by Debtor in this Agreement):
(1) UCC searches with the Secretary of State and local filing office of each state where Debtor is organized, maintains its executive office, a place of business, or assets; and
(2) Judgment, state and federal tax lien and corporate tax lien searches, in all applicable filing offices of each state searched under subparagraph (1) above.
(b) Debtor shall obtain and deliver to Lender good standing certificates showing Debtor to be in good standing in its state of organization and in each other state in which it is doing and presently intends to do business for which qualification is required.
