Supporting Documents of the Borrower Sample Clauses

Supporting Documents of the Borrower. There shall have been delivered to the Lender such information and copies of documents, approvals (if any) and records certified, where appropriate, of corporate and legal proceedings as the Lender may have requested relating to the Borrower’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. Such documents shall, in any event, include: (a) A certificate of the Borrower, in form and substance satisfactory to the Lender, executed by an executive officer of the Borrower, dated the Effective Date, to the effect that, after reasonable inquiry and to the best of such executive officer’s actual knowledge, the conditions set forth in this Agreement have been satisfied as of such date and that all actions required to be taken by, and all resolutions required to be adopted by, the Borrower and otherwise required by Applicable Law have been done and adopted in due and strict compliance by the Borrower pursuant to its Operating Agreement and any other organizational documents, the Constitution of the State and any other Applicable Law; (b) An incumbency and signature certificate with respect to the Authorized Officers of the Borrower who are authorized to execute any documents or instruments on behalf of the Borrower under this Agreement and the other Related Documents to which the Borrower is a party; (c) The Borrower’s Operating Agreement and any organizational documents related to the Borrower, certified by an Authorized Officer thereof that, among other things, such documents are in full force and effect on the Effective Date; (d) Copies of the resolutions of the Borrower approving the execution and delivery of the Related Documents to which the Borrower is a party, approving the form of the Related Documents to which it is not a party and the other matters contemplated hereby, certified by an Authorized Officer as being true and complete and in full force and effect on the Effective Date; and (e) Financial information of the Borrower in form and substance satisfactory to the Lender.
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Supporting Documents of the Borrower. The Bank shall have ------------------------------------ received certificates of a senior executive officer of the Borrower acceptable to the Bank certifying: (i) that attached thereto is a true and complete copy of resolutions of the board of directors of the Borrower authorizing (x) the Borrower's performance of all of its obligations under the Loan documents, (y) the entering into by the Borrower of all Loan Documents to which the Borrower is a party, and (z) the execution and delivery by an officer of the Borrower of all of the Loan Documents to which the Borrower is a party; (ii) that attached thereto are true and complete copies of the certificate of incorporation, the by-laws or other corporate formation, charter or governance documents of the Borrower together with all amendments thereto; and (iii) that the representations and warranties set forth in Section 5 hereof are true and correct.
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Supporting Documents of the Borrower. There shall have been delivered to the Bank such opinions, information and copies of documents, approvals and records (certified where appropriate) of corporate and legal proceedings as the Bank may have reasonably requested relating to the Borrower's and Dutterer's entering into and performance of this Agreement and the other Loan Documents to which each is a party. Such documents shall, in any event, include: (a) certified copies of the corporate charter and bylaws of the Borrower and Dutterer's; (b) certificates of authorized officers of the Borrower and Dutterer's certifying the corporate resolutions of the Borrower and Dutterer's relating to the entering into and performance of the aforesaid documents and the transactions contemplated thereby; and (c) certificates of authorized officers of the Borrower and Dutterer's with respect to the incumbency and specimen signatures of their respective officers or representatives authorized to execute such documents and any other documents and papers, and to take any other action, in connection therewith; and (d) an opinion of McGuire, Woods, Battle, & Boothe, L.L.P., counsel to the Borrower and Dutterer's.
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Supporting Documents of the Borrower. There shall have been delivered to the Agent (with sufficient copies for each of the Banks) such information and copies of documents, approvals (if any) and records (certified where appropriate) of corporate and legal proceedings as the Agent or any Bank may have reasonably requested relating to the Borrower's entering into and performance of the Loan Documents. Such documents shall, in any event, include: (a) certified copies of the Charter Documents of the Borrower; (b) certificates of authorized officers of the Borrower, certifying the corporate resolutions of such entity relating to the entering into and performance of the Loan Documents to which it is a party, and the transactions contemplated thereby; (c) certificates of authorized officers of the Borrower with respect to the incumbency and specimen signatures of the Borrower's officers or representatives authorized to execute such documents and any other documents and papers, and to take any other action, in connection therewith; and (d) a certificate of an authorized officer of the Borrower certifying, as of the date of the Loan, compliance with the conditions of Sections 6.1, 6.5(d), 6.7, 6.11, 6.15 and 6.20(b) and also the absence of any Material Adverse Changes of the type referred to in Section 6.18.
Sample 1
Supporting Documents of the Borrower. There shall have been delivered to the Agent (with sufficient copies for each of the Lenders) such information and copies of documents (if any), approvals (if any) and records (certified where appropriate) of corporate and legal proceedings (if any) in addition to those listed on the Closing Checklist as the Agent or any Lender may have reasonably requested relating to the Loan Parties' entering into and performance of the Loan Documents or any other agreements or documents related thereto.
Sample 1

Related to Supporting Documents of the Borrower

  • Supporting Documents The Agent shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

  • Borrowing Documents The Agent shall have received a fully completed Loan Request for such Loan and the other documents and information as required by §2.7, or a fully completed Letter of Credit Request required by §2.10, as applicable.

  • Existing Documents The Contractor has reviewed and taken into consideration the Bidding Documents in preparing his bid.

  • Supporting Documentation Upon request, the HSP will provide the LHIN with proof of the matters referred to in this Article.

  • Obligations of the Borrower 13 Section 3.01.

  • Financing Documents As of the Closing Date, Project Lender and the applicable City Bodies shall have approved the form and substance of the Multi-Party Agreement, the Project Loan Documents, and any additional documents relating to the Project Loan. On the Closing Date, the Project Loan shall be closed and, in connection therewith, the Multi-Party Agreement, the Project Loan Documents, and any additional documents relating thereto shall be fully executed by all parties thereto.

  • Reaffirmation of Credit Party Obligations Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.

  • Representations of the Borrower The Borrower represents for and as to itself as follows: (a) The Borrower has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization, and the Borrower has all requisite power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Agreement. (b) The execution, delivery and performance by the Borrower of this Agreement have been, or prior to the Effective Date will be, duly authorized by all necessary corporate action and do not and will not as of the Effective Date or any Borrowing Date, violate any provision of any law or regulation, or contractual or corporate restrictions, binding on the Borrower and material to the Borrower and its Subsidiaries, taken as a whole. (c) As of the Effective Date, this Agreement will constitute a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject however to (i) the exercise of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted. (d) The proceeds of the Loans made to the Borrower shall not be used for a purpose which violates Regulation U. (e) As of the date hereof, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any Subsidiary or against any of their respective properties or revenues (i) with respect to this Agreement or any of the transactions contemplated hereby or (ii) that could reasonably be expected to have a Material Adverse Effect (other than those litigations, investigations or proceedings set forth in the Registration Statement). (i) The combined statement of financial position of the Borrower and its combined statements of earnings, stockholder’s interest and cash flows as of and for the fiscal year ended December 31, 2003 reported on by KPMG LLP, independent public accountants, and set forth beginning on page F-3 of the Registration Statement, present fairly (assuming completion of the transactions described in note 1 to such financial statements), in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such date and for such period in accordance with GAAP and (ii) since December 31, 2003 to the date hereof, other than those developments and events described in the Registration Statement, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (g) The Borrower and each of its Material Subsidiaries is in compliance with all applicable laws, rules, regulations and orders of, and all applicable restrictions imposed by, any Governmental Authority applicable to it or its property, including, without limitation, statutory insurance requirements, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries taken as a whole. (h) The Borrower is not (a) an “investment company” as defined in the Investment Company Act of 1940 or (b) a “holding company” as defined in the Public Utility Holding Company Act of 1935.

  • Defenses of Borrower Waived To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of the Obligations. The Administrative Agent and the Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

  • Senior Loan Documents The executed Senior Loan Documents are the same forms as approved by HUD prior to the date of this Agreement. Upon execution and delivery of the Senior Loan Documents, Borrower shall deliver to Subordinate Lender an executed copy of each of the Senior Loan Documents, certified to be true, correct and complete.

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