Documents and Other Agreements Sample Clauses
The "Documents and Other Agreements" clause establishes the requirement for parties to provide, execute, or deliver specific documents or enter into additional agreements as necessary to fulfill the terms of the main contract. In practice, this may involve supplying certificates, consents, or ancillary agreements that support the primary transaction, such as proof of authority or compliance confirmations. This clause ensures that all necessary paperwork and supporting agreements are in place to facilitate the smooth execution and enforceability of the main contract, thereby reducing the risk of incomplete or unenforceable obligations.
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Documents and Other Agreements. The Administrative Agent shall have received on or before the day of the first drawdown the following, each dated the same date (or such other date as is satisfactory to the Administrative Agent), in form and substance satisfactory to the Administrative Agent and (except for the Notes) with one copy for each Lender:
(i) A Note in favor of each Lender that has requested a Note to evidence its Advances;
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the Notes, and of all documents evidencing other necessary corporate action with respect to this Agreement and the Notes;
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Articles of Incorporation and the By-laws of the Borrower, in each case as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of this Agreement and the Notes;
(iv) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(v) A favorable opinion of B▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & I▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, substantially in the form of Exhibit D.
Documents and Other Agreements. The Administrative Agent shall have received on or before the day of the initial Borrowing the following, each properly dated and completed, in form and substance satisfactory to the Administrative Agent and (except for the Notes) with one copy for each Lender:
Documents and Other Agreements. The Agent and each Lender, as applicable, shall have received all of the following, each in form and substance satisfactory to the Agent and each Lender:
Documents and Other Agreements. The Administrative Agent shall have received on or before the day of the initial Borrowing the following, each dated the same date, in form and substance satisfactory to the Administrative Agent and (except for the Notes) with one copy for each Lender:
(i) The Notes payable to the order of each of the Lenders, respectively;
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the Notes, and of all documents evidencing other necessary corporate action with respect to this Agreement and the Notes;
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Restated Articles of Incorporation and the By-laws of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of this Agreement and the Notes, including, without limitation, the Application
Documents and Other Agreements. The Lender shall have received on or before the day of the initial Advance the following, in form and substance satisfactory to the Lender:
(i) A Note or Notes payable to the order of the Lender requesting same;
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action with respect to this Agreement; and
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Certificate of Incorporation and the By-laws of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals, if any, required for the due execution, delivery and performance of this Agreement.
Documents and Other Agreements. Lenders shall have received all of the following, each in form and substance satisfactory to Required Lenders:
A. Revolving Credit Notes of Borrower payable to Lenders as required by Section 2. l(b);
B. A Certificate of the Secretary of each Borrower, together with true and correct copies of the Certificate of Incorporation and Bylaws of each Borrower, and all amendments thereto, true and correct copies of the resolutions of the Board of Directors of each Borrower authorizing Lenders or ratifying the execution, delivery and performance of this Agreement, the Notes and the Other Agreements and the names of the officer or officers of Borrower authorized to sign this Agreement, the Notes and the Other Agreements together with a sample of the true signature of each such officer;
C. Certified copies of all documents evidencing any other necessary corporate action, consents and governmental approvals (if any) with respect to this Agreement, the Notes and the Other Agreements;
D. The opinion of ▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel of Borrower, addressed to Lenders and Agent in the form of Exhibit D attached hereto and made a part hereof;
E. The Certificate of Incorporation of each Borrower certified by the Secretary of State of each state in which they are incorporated;
Documents and Other Agreements. Any reference to the Turquoise Funding Master Framework Agreement, any Document or any other agreement or document shall be construed as a reference to this Turquoise Funding Master Framework Agreement, such Document or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated, supplemented or replaced.
Documents and Other Agreements. Lenders shall have received all of the following, each in form and substance satisfactory to Lender:
a. $30,000,000 Replacement Revolving Credit Note payable to LaSalle National Bank in the form of Exhibit A hereto. b. $20,000,000 Replacement Revolving Credit Note payable to Paribas in the form of Exhibit A hereto. c. $7,500,000 Term Loan C Note payable to LaSalle National Bank in the form of Exhibit B hereto. d. The legal opinion of Borrower's counsel in the form of Exhibit C hereto.
Documents and Other Agreements. Gryffindor shall have received all of the following:
(a) A Warrant in the form of Exhibit B attached hereto and made a part hereof duly executed by Provectus.
(b) A Reaffirmation Agreement in the form of Exhibit C attached hereto and made a part hereof duly executed by Xantech.
Documents and Other Agreements. The Investor shall have received all of the following, each in form and substance satisfactory to the Investor:
(a) The Debenture;
(b) The Warrants (the "Warrants");
(c) Registration Rights Agreement between the Company and the Investor (the "Registration Rights Agreement");
(d) A Certificate of the Secretary of the Company, together with true and correct copies of the Certificate of Incorporation and By-Laws of the Company, and all amendments thereto, true and correct copies of the resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery and performance of this Agreement, the Debenture, the Warrants and the Registration Rights Agreement, and the names of the officer or officers of the Company authorized to sign this Agreement, the Debenture, the Warrants and the Registration Rights Agreement, together with a sample of the true signature of each such officer;
(e) Certified copies of all documents evidencing any other necessary corporate action, consents and governmental approvals (if any) with respect to this Agreement, the Debenture, the Warrants and the Registration Rights Agreement;
(f) The favorable opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, special counsel for the Company, addressed to the Investor with respect to such matters as may be reasonably requested by the Investor;
(g) The favorable opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, general counsel for the Company, addressed to the Investor with respect to such matters as may be reasonably requested by the Investor;
(h) The Certificate of Incorporation of the Company certified by the Secretary of State of Delaware;
(i) Good Standing Certificates for the Company from the Secretaries of State of Delaware, Alabama, Pennsylvania, Utah, Virginia and West Virginia;
(j) UCC lien search reports of filings against the Company for such jurisdictions as the Investor deems appropriate;
(k) UCC Financing Statements filed against the Company in respect to such jurisdictions as the Investor deems appropriate; and
(l) Landlord's Waiver and Consent by Earthco;
(m) Certificate of insurance, together with a properly executed Lender's Loss Payable Clause.