Supporting Documents and Other Conditions Sample Clauses
Supporting Documents and Other Conditions. Borrowers shall cause to be delivered to Lender the following documents (each of which must be in form and substance satisfactory to Lender) and shall satisfy the following conditions:
(i) Good standing certificates (or certificates of similar import and substance) for each Credit Party from the state or other jurisdiction in which such Credit Party was incorporated, organized, or formed and from each state or other jurisdiction in which such Credit Party is authorized to do business, each of which shall be certified by the appropriate official of each such jurisdiction;
(ii) UCC-11 searches and other Lien searches showing no existing security interests in or Liens on the Collateral (other than Permitted Liens acceptable to Lender);
(iii) Certificates of, evidence of, copies of all policies of, and other documents regarding the insurance required by Section 6.3, together with a lender’s loss payable endorsement as required by Section 6.3;
(iv) UCC financing statements (and other similar filings or public records or notices relating to the perfection of Liens) and, if applicable, certificates of title covering the Collateral shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect, and perfect the interests and rights created or intended to be created by the Security Agreements, and all taxes, fees, and other charges in connection with the execution, delivery, and filing of the Security Agreements and the financing statements (and any other similar filings or public records or notices relating to the perfection of Liens) shall have been paid;
(v) All Inventory appraisals required by Lender shall have been completed and shall constitute Qualified Appraisals;
(vi) All collateral appraisals and exams, credit investigations, and field exams required by Lender shall have been completed, including, without limitation, a take-down field exam;
(vii) Lender shall be satisfied in all respects with Borrowers’ capital structure (both before and after giving effect to the transactions contemplated in this Agreement and the other Loan Documents) and the terms of Borrowers’ and their Subsidiaries’ debt and equity;
(viii) Satisfactory evidence of payment of all fees due and reimbursement of all costs incurred by Lender, and evidence of payment to other parties of all fees or costs which any Credit Party is required under the Loan Documents to pay by the date of the initial Loan or Letter of Credit;
(ix) There shall be ...
Supporting Documents and Other Conditions. Borrower shall cause to be delivered to Lender the following documents and shall satisfy the following conditions:
Supporting Documents and Other Conditions. On the date hereof, and in any event prior to the Advance hereunder, the Borrower shall have delivered to the Bank the following:
(a) a certificate of the Secretary of State or other applicable governmental authority of each state or country in which Borrower or a Guarantor is transacting business, certifying:
(i) that attached thereto is a true and complete copy of the Articles of Incorporation or other charter documents of the Borrower and each Guarantor as of a date within ten (10) days of the date hereof; and
(ii) that the Borrower and each Guarantor is in good standing, or its status is active where the applicable jurisdiction is Florida, in that State or other applicable jurisdiction;
(b) a certificate of a duly authorized officer of the Borrower and each Subsidiary, dated the date of such borrowing, certifying:
(i) that attached thereto is a true and complete copy of the Bylaws of the Borrower or Subsidiary, and the articles of incorporation for each Subsidiary other than a Guarantor, as applicable, as in effect on the date of such certification;
(ii) that the Borrower or Subsidiary is in good standing, or its status is active where the applicable jurisdiction is Florida, in each jurisdiction in which it is transacting business;
(iii) that attached thereto is a true and complete copy of resolutions of the Board of Directors of the Borrower or Subsidiary, as applicable, directing the execution and delivery by the Borrower of the Loan Documents to which it is a party, indicating the officers of the Borrower or Subsidiary, as applicable, authorized to execute such instruments and act on its behalf, which resolutions are in full force and effect without modification on the date of such certification;
(iv) the incumbency and signatures of the officers of the Borrower or each Subsidiary executing the Loan Documents to which it is a party; and
(v) that the Articles of Incorporation or other charter documents of the Borrower or Subsidiary, as applicable, described in Section 4.3(a)(i) or Section 4.3(b) hereof have not been amended and are true and complete as of the date hereof;
(c) a certificate of a duly authorized officer of the Borrower and each Guarantor to the effect that after giving effect to the transaction contemplated herein (i) the Obligation of the Borrower will not be greater than the value of the consolidated property of the Borrower at a fair valuation; (ii) the Borrower will have sufficient capital to engage in its business on an ongoing ba...
Supporting Documents and Other Conditions. Agent shall have received a certificate from Borrower and Guarantor in the form attached hereto as Schedule B (“Certificate of Compliance”) as of the date of each Advance or Letter of Credit.
Supporting Documents and Other Conditions. Lender shall have received a certificate from Borrower that there has not been any material adverse change in the financial condition of Borrower from that reflected on its financial statement most recently furnished to Lender and that there is no pending or threatened material litigation against Borrower or Professional Bank.
Supporting Documents and Other Conditions. Lender shall have received a certificate from Borrower, Guarantor and each Future Guarantor, as the case may be, in the form attached as Schedule B (“Certificate of Compliance”) as of the date of each Advance or Letter of Credit.
Supporting Documents and Other Conditions. Bank shall have received a certificate from Borrower in the form attached hereto as EXHIBIT 2.03(d) as of the date of each Advance.