Customary Closing Documents Sample Clauses
The "Customary Closing Documents" clause defines the requirement for parties to provide standard documents typically exchanged at the closing of a transaction. This may include items such as bills of sale, assignments, certificates, and other documents necessary to transfer ownership or fulfill legal requirements. By specifying the need for these customary documents, the clause ensures that all procedural and legal formalities are met, thereby facilitating a smooth and enforceable closing process.
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Customary Closing Documents. The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of this Amendment and any other legal matters relating to such Loan Parties or this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, including a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (a) the certificate of incorporation or other charter document of such Loan Party, (b) the by-laws or other organizational documents of such Loan Party, (c) the names and true signatures of the officers of such Loan Party and (d) the resolutions of the Board of Directors or other governing body of such Loan Party authorized to sign this Amendment and each other Loan Document.
Customary Closing Documents. Purchaser shall have received such other customary closing documents as Purchaser or its counsel may reasonably request (other than legal opinions).
Customary Closing Documents. The Consenting Lenders shall have received such officer’s certificates, secretary’s certificates, resolutions, lien searches and other customary deliverables as they shall request. Upon satisfaction of the foregoing closing conditions, the Consenting Lenders shall promptly provide written confirmation to Borrowers’ Agent and the Administrative Agent of such satisfaction and identify the Amendment Effective Date.
Customary Closing Documents. The Arrangers shall be satisfied that the Company and the Merger Party have complied with the following closing conditions and delivered the following customary documentation relating to the Borrower and all of the Guarantors (including the Merger Party): (i) the delivery of customary legal opinions, corporate records and documents from public officials, lien searches and officer’s certificates as to the Borrower and each of the Guarantors; (ii) absence of pending or ongoing litigation seeking to enjoin the Merger that could reasonably be expected to result in an injunction of the Merger after the funding of the Senior Facilities; (iii) obtaining material third party and governmental consents necessary in connection with the Merger or the financings thereof; (iv) evidence of authority; (v) subject to the limitations set forth in the Commitment Letter, perfection of liens, pledges, and mortgages on the collateral securing the Senior Facilities; (vi) delivery of satisfactory commitments for title insurance; (vii) evidence of customary insurance; and (viii) delivery of a solvency certificate from the chief financial officer of the Borrower in form and substance, and with supporting documentation, reasonably satisfactory to the Administrative Agent, as to the Borrower, Parent and each Guarantor. The Arrangers will have received at least 10 days prior to the Closing Date all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested at least 15 days prior to the Closing Date; provided, that with respect to guarantees and collateral documentation regarding Parent and each of the Guarantors that is not a subsidiary of the Borrower, such documentation shall be been delivered in escrow to counsel to the Arrangers pursuant to instructions providing for the release and effectiveness of such documentation concurrently with the effectiveness of the Merger as set forth in the Merger Certificate (as defined below).
Customary Closing Documents. The Consenting Lenders shall have received such officer’s certificates, secretary’s certificates, resolutions, lien searches and other customary deliverables as they shall request.
Customary Closing Documents. All documents required to be delivered under and in connection with this Agreement, and other information including, without limitation, corporate records, documents from public officials and officers' certificates and other information (including other information and documentation required by customer identification programs pursuant to the Patriot Act), shall have been delivered and shall be reasonably satisfactory to the Arranger. The definitive documentation evidencing the Loans shall be in form and substance acceptable to the Arranger, the Administrative Agent and the Lenders.
Customary Closing Documents. The DIP Lender shall be satisfied that the Loan Parties have complied with all other customary closing conditions, including, without limitation: (i) the delivery of legal opinions; (ii) evidence of authority; (iii) satisfactory audited financial statements; (iv) officers' certificates as to organizational documents, resolutions, incumbency, satisfaction of conditions; (v) good standing certificates as of a recent date; and (vi) delivery of insurance policies naming the DIP Lender as additional insured.
Customary Closing Documents. All documents required to be delivered under the definitive financing documents, including customary legal opinions, corporate records and documents from public officials and officers' certificates, shall have been delivered.
Customary Closing Documents. (a) All costs, fees, expenses (including, without limitation, reasonable legal fees) and other compensation contemplated by the DIP Loan Documents and this Term Sheet to be payable shall have been paid to the extent due and the Obligors shall have complied in all respects with all of their other obligations to the DIP Agents and DIP Lenders.
(b) The Required DIP Lenders shall be satisfied that the Obligors have complied with all other customary closing conditions, including, without limitation: (i) the delivery of legal opinions, corporate records and documents from public officials, and officer’s certificates; (ii) evidence of authority; and (iii) obtaining of any material third party and governmental consents necessary in connection with the DIP Facility, the financing thereunder and related transactions. The Obligors and the transactions contemplated by this Term Sheet shall be in compliance with all applicable laws and regulations. The DIP Lenders shall have received prior to the Closing Date all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case satisfactory to each DIP Lender.
(c) Execution and delivery by the Obligors of the DIP Loan Documents and promissory notes (if requested by any DIP Lender) evidencing the loans made and to be made under the DIP Facility.
(d) Execution and delivery by the Obligors of applicable signature pages to the RSA.
(e) Such other conditions as are reasonably requested by the Required DIP Lenders shall have been satisfied by the Obligors.
Customary Closing Documents. The Borrower shall have complied with the following customary closing conditions: (i) the delivery of customary legal opinions from ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP or other counsel reasonably acceptable to the Arranger, customary corporate records and documents from public officials, customary officer’s certificates with respect to incumbency and satisfaction of closing conditions, customary evidence of authority and a customary borrowing notice, in each case in customary form and substance reasonably satisfactory to the Arranger and the Borrower and (ii) delivery of a solvency certificate from the chief financial officer of the Borrower in the form attached hereto as Schedule I demonstrating pro forma solvency (on a consolidated basis) of the Borrower and its subsidiaries as of the Closing Date. The Arranger will have received at least three business days prior to the Closing Date all documentation and other information regarding the Borrower required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case to the extent reasonably requested at least ten business days prior to the Closing Date.