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 ...
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Supporting Documents and Other Conditions. Borrower shall cause to be delivered to Lender the following documents and shall satisfy the following conditions:
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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 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 representative of the Borrower, dated the date of such borrowing, certifying: (i) [intentionally left blank]; (ii) that the Borrower is in good standing in each jurisdiction in which it is transacting business; (iii) that attached thereto is a true and complete copy of resolutions of the general partner of the Borrower directing the execution and delivery by the Borrower of the Loan Documents to which it is a party, indicating the representative of the Borrower, 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 representatives of the Borrower executing the Loan Documents to which it is a party; and (v) that the Articles of Association or other charter documents of the Borrower described in Section 4.3(a)(i) or hereof have not been amended and are true and complete as of the date hereof; (c) a certificate of a duly authorized manager 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 basis; and (iii) the Borrower will have the ability to pay its Obligations as they mature; (d) the Credit Facility Note duly executed by the Borrower; (e) Indemnification Agreement, substantially in the form attached hereto as Exhibit C; (f) the Guaranty duly executed by the Guarantors; which may be in the form of multiple documents for the different Guarantors; (g) the opinions of counsel to the Borrower, Computer Products, Inc., Sxxxxxx-Xxxxxx, Inc., J...
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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.
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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.
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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.
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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.
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Related to Supporting Documents and Other Conditions

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Statements, Confirmations and Other Correspondence The Financial Institution will promptly deliver copies of statements, confirmations and correspondence about the Collateral Accounts and the cash or other financial assets credited to a Collateral Account to the Grantor and the Secured Party.

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

  • Adjustments and Other Rights The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

  • Debt and Other Obligations Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively herein as the “Obligations.”

  • Financial and Other Covenants Borrower shall at all times comply with the financial and other covenants set forth in the Schedule.

  • Indebtedness and Other Contracts Neither the Company nor any of its Subsidiaries, (i) except as disclosed on Schedule 3(s), has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

  • Submission of Reports and Other Documents Service Provider shall submit all reports and other documents as and when specified in the Scope of Work. This information shall be subject to review by the City, and if found to be unacceptable, Service Provider shall correct and deliver to the City any deficient Work at Service Provider’s expense with all practical dispatch. Service Provider shall abide by the City’s determinations concerning acceptability of Work.

  • Conflicting Agreements and Other Matters Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto.

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