Deliverables by MPT Parties Clause Samples
Deliverables by MPT Parties. On or prior to the applicable Closing Date of the Phase II Transactions each of the applicable MPT Parties shall deliver (or cause to be delivered) to the Prospect Parties the following:
(i) Amendments to the PHP Holdings LLC Agreement and any other documents reasonably necessary to evidence the issuance of the PHPH Series A-1 Preferred Units, duly executed by MPT Picasso TRS, if applicable;
(ii) A Default Representation, duly executed by the MPT Parties;
(iii) An Officers’ Certificate in form and substance reasonably satisfactory to the Prospect Parties and executed by a duly authorized executive officer of MPT OP:
(A) certifying to the Prospect Parties on behalf of all of the MPT Parties that: (1) all of the representations and warranties of the MPT Parties set forth in this Agreement and the other Restructuring Documents are true and correct as of such Closing Date, and (2) the applicable MPT Parties have delivered, performed, observed and complied in all material respects with all of the items, instruments, documents, covenants, agreements and conditions required by this Agreement and the other Restructuring Documents to be delivered, performed, observed and complied with by such MPT Parties as of such Closing Date;
(B) certifying to the Prospect Parties on behalf of all of the MPT Parties that: (1) with respect to each of the MPT Parties, as to each of such MPT Parties’ respective articles or certificate of incorporation, bylaws, operating agreements, limited liability company agreements, partnership agreements, and other similar organizational and governing documents, each as in effect on such Closing Date, and (2) each of the MPT Parties’ Resolutions remain true, correct and in full force and effect as of such Closing Date; and
(C) providing specimen signatures of the officers or authorized agents of each of the MPT Parties;
(iv) Certificates of existence and good standing of each of the MPT Parties, dated within thirty
Deliverables by MPT Parties. Contemporaneously herewith, the applicable MPT Parties have delivered (or caused to be delivered) to the Prospect Parties the following:
(i) PhysicianCo Intercreditor Agreement, duly executed by the applicable MPT Parties;
(ii) Series A-1 Subscription Agreement, duly executed by MPT ▇▇▇▇▇▇▇ TRS;
(iii) PHP Holdings LLC Agreement, duly executed by MPT Picasso TRS;
(iv) Cancelled Foothill Mortgage Loan Note;
(v) Termination of Foothill Loan Agreement and Foothill Mortgage, duly executed by MPT Foothill Lender;
(vi) Cancellation of TRS Note;
(vii) Cancellation of the MPT Advance Convertible Note;
(viii) Pennsylvania Purchase Agreement, the Pennsylvania Mortgage Loan Agreement, the Pennsylvania Mortgage Loan Note, the Pennsylvania Subordination and Attornment Agreement, and each of the other Pennsylvania Restructuring Documents, duly executed by the applicable Pennsylvania Lessors and their applicable Affiliates;
(ix) Master Lease I Amendment, duly executed by the applicable Master Lease I Lessors;
(x) Master Lease II Amendment, duly executed by the applicable Master ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇;
(xi) the Amended and Restated Security Documents, duly executed by the applicable MPT Parties and their applicable Affiliates;
(xii) the PHP Holdings Pledge Agreement, duly executed by MPT ▇▇▇▇▇▇▇ TRS;
(xiii) [Intentionally Omitted];
(xiv) Amendments to each of the existing Memoranda of Lease relating to Master Lease I, Master Lease II, the termination of the Foothill Mortgage Loan Agreement, and the addition of Obligation Documents contemplated herein, each duly executed by the applicable Prospect Parties;
(xv) Amendments to each of the existing Assignment of Rents and Leases relating to Master Lease I, Master Lease II, the termination of the Foothill Mortgage Loan Agreement, and the addition of Obligation Documents contemplated herein, each duly executed by the applicable Prospect Parties;
(xvi) Amendment to Connecticut Master Agreement, duly executed by the applicable MPT Parties;
(xvii) Resolutions or consents of the respective governing bodies of each of the MPT Parties authorizing their respective execution, delivery, and performance of this Agreement and all other documents or agreements to be executed by any of them in connection herewith (including, without limitation, any such documents and agreements to be entered into by any of the MPT Parties after the date hereof) (collectively, the “MPT Parties’ Resolutions”);
(xviii) An Officers’ Certificate in form and substance r...