Documents and Agreements Clause Samples

Documents and Agreements. Borrower shall deliver to Lender the following documents, in form and substance satisfactory to Lender, in its sole and absolute discretion : (i) An executed original of this Agreement; (ii) The Note; (iii) A Borrowing Base Certificate, showing borrowing availability pursuant to the terms hereof; (iv) Such other documents, instruments and information as Lender shall require.

Documents and Agreements. Borrower shall deliver to Lender the following documents, in form and substance satisfactory to Lender, in its sole and absolute discretion: (i) An executed original of this Agreement; (ii) The Note, fully executed; (iii) The Deed of Trust, fully executed; (iv) The Assignment of Leases, fully executed; (v) The Environmental Indemnity , fully executed; (vi) [Reserved] (vii) Agreement to Furnish Insurance, fully executed; (viii) Hazard Insurance Disclosure, fully executed; (ix) A Corporate Resolution to Borrow for B▇▇▇▇▇▇▇, fully executed; (x) An Appraisal of the Property, satisfactory in all respects to L▇▇▇▇▇, in L▇▇▇▇▇’s sole opinion and judgment; (xi) The Title Policy or evidence of a commitment therefor. The exceptions contained in the Title Policy and all matters concerning the Property and the operation thereof must be approved by L▇▇▇▇▇ and, among other provisions, shall show no blanket exceptions for anything a survey would show; and (xii) Such other documents, instruments and information as Lender shall require.

Documents and Agreements. All documents and agreements required to be delivered or caused to be delivered by the Company pursuant to Section 8.1 of this Agreement shall have been executed as required and delivered to Parent.

Documents and Agreements. (a) From and after the Lease Effective Date, the Operating Agent shall be responsible for maintaining and updating all warranty information, drawings and documents related to Elm Road Unit 2. (b) At an Operating Committee meeting prior to the Scheduled Commercial Operation Date, the Operating Committee, in conjunction with the Operating Agent, shall review all executory contracts then in place respecting ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇ and determine which contracts are reasonably necessary to the Operating Functions. Following the Lease Effective Date, such contracts shall be enforced by the Operating Agent consistent with Sections 2.2(s) and 2.2(t).

Documents and Agreements. Purchaser shall have received each of the documents and agreements contemplated to be provided to Purchaser in Section 1.5(b). 7.7 No Restraints. No temporary restraining order, preliminary or permanent injunction or other Order preventing or otherwise impeding the consummation of the transactions contemplated by this Agreement shall have been issued by any court of competent jurisdiction or other Governmental Body and remain in effect, and there shall not be any Legal Requirement enacted or deemed applicable to the Transactions that makes consummation of the Transactions illegal.

Documents and Agreements. Purchaser shall have received each of the documents and agreements contemplated to be provided to Purchaser in Section 1.4(b).

Documents and Agreements. The Seller shall have received the following documents and payments: (a) the Celestial China Asset Purchase Agreement, executed by Cavium China; (b) the Transition Services Agreement, executed by Cavium China; (c) the Trademark License Agreement, in the form of EXHIBIT N and the Patent License Agreement in the form of EXHIBIT O, in each case executed by Celestial China; (d) the Shareholders Agreement, executed by IP Purchaser; (e) the Escrow Agreement, executed by the Purchasers; (f) the Indemnification Agreement in the form of EXHIBIT P, executed by the IP Purchaser; (g) the Assignment and Assumption Agreement in the form of EXHIBIT D, executed by the IP Purchaser; (h) the Affected Employee Employment Documents, executed by Cavium China or IP Purchaser, as appropriate, in accordance with the thresholds set forth in Section 6.7; (i) documentary evidence of the payment of the Escrow Amount into the Escrow Account as provided in Section 1.2(a)(ii)(1); (j) documentary evidence of the Closing payment of the Scheduled Creditor Payments as provided in Section 1.2(a)(ii)(2) and the Excess Transaction Fees Payments as provided in Section 1.2(a)(ii)(3); (k) the Net Closing Payment as provided in Section 1.2(a)(ii)(5); (l) Seller shall have received a certified copy of the resolutions of the Board of Directors of IP Purchaser authorizing the transactions contemplated hereby and the execution, delivery and performance of relevant Transactional Agreements to which it is a party therein; (m) Seller shall have received an opinion of IP Purchaser’s US counsel, dated the Closing Date, in substantially the form of Exhibit V; and (n) Seller shall have been provided with a certificate dated the Closing Date, executed by each Purchaser by its Chief Executive Officer, President, or Chief Financial Officer to the effect that, as of the Closing Date, the conditions provided for in Sections 7.1 and 7.2 have been satisfied. The certificate shall have the effect of affirming the representations and warranties made by Purchasers on and as of the Closing Date.

Documents and Agreements. Borrower shall deliver to Lender the following documents, in form and substance satisfactory to Lender in its sole and absolute discretion: this Agreement; and (a) the Deed of Trust; (b) an Environmental Indemnity by Borrower in favor of Lender; (c) a Promissory Note by Borrower evidencing the Mortgage Loan and the Term Loan made hereunder (each, a “Note”); (d) the Authorization Agreement for Pre-Authorized Payments (Debits) (the “ACH”); (e) the Stock Pledge Agreement; (f) Interest Rate Swap Agreement (Long Form Trade Confirmation); (g) Authorized Signatories and MIFT Agreement; and (h) Alternative Dispute Resolution Agreement.

Documents and Agreements. The Sellers’ Representative shall have received each of the documents and agreements contemplated to be provided to the Sellers’ Representative in Section 1.4(c)(iv) and Section 1.4(c)(v).