Common use of DOCUMENTS REQUIRED FOR CLOSING Clause in Contracts

DOCUMENTS REQUIRED FOR CLOSING. Borrower shall have duly executed and/or delivered (or caused to be duly executed and/or delivered) to Banks the following: (A) A secretary's certificate (as of the date of this Agreement) attaching a copy of resolutions of each Company Affiliate's Board of Directors authorizing the execution, delivery and performance of this Agreement and each other document to be executed and/or delivered pursuant hereto and any other instrument, agreement or document referred to herein and confirming that the articles or certificate of incorporation and by-laws of each Company Affiliate have not changed since last delivered to Agent; (B) A certificate (dated the date of this Agreement) of each Company Affiliate's corporate secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement and each other document to be executed and/or delivered pursuant hereto or thereto; (C) Payment of Banks' reasonable expenses (including legal fees and disbursements of counsel) in connection with the preparation and negotiation of this Agreement and a closing hereunder; (D) In consideration of the agreement of Banks to forbear pursuant to this Agreement, Company Affiliates acknowledge that Banks, upon execution and exchange of this Agreement, have earned a forbearance fee in the amount of One Hundred Thousand ($100,000.00) Dollars (which fee shall be deemed part of the Obligations secured by the Collateral) payable to Agent for ratable benefit of Banks as follows: Fifty Thousand ($50,000.00) Dollars upon execution and exchange of this Agreement; and Fifty Thousand ($50,000.00) Dollars on the earlier of December 15, 1999 or the Forbearance Termination Date; (E) Evidence that the computer hardware and software used in the business operations of Company Affiliates are Y2K compliant; (F) Bank shall be satisfied in all respects with Company Affiliates' management of cash and accounts receivable and, to evaluate such management, Company Affiliates agree to reimburse Banks, on demand, for a third party's review of such cash management systems and accounts receivable, as well as participation in initial and subsequent audits of Company Affiliates; and (G) Such other instruments, agreements and documents as may be required by Banks and/or their counsel.

DOCUMENTS REQUIRED FOR CLOSING. Borrower The Borrowers shall have duly executed and/or delivered to the Banks, prior to the initial disbursement of the Loans or the issuance of the initial Letter of Credit (or caused to be duly executed and/or delivered) to Banks the "Closing"), the following: (A) The Notes; (B) A secretary's certificate certified (as of the date of this Agreementthe Closing) attaching a copy of resolutions of each Company Affiliate's Board the Borrowers' boards of Directors directors authorizing the execution, delivery and performance of this Agreement Agreement, the Notes and each other document to be executed and/or delivered pursuant hereto and any other instrument, agreement or document referred to herein and confirming that the articles or certificate of incorporation and by-laws of each Company Affiliate have not changed since last delivered to Agenthereto; (BC) A certified (as of the date of the Closing) copy of each of the Borrowers' by-laws; (D) A certificate (dated as of the date of this Agreementthe Closing) of each Company Affiliate's of the Borrowers' corporate secretary as to the incumbency and specimen signatures of the officers of such Borrower executing signing this Agreement Agreement, the Notes and each other document to be executed and/or delivered pursuant hereto or thereto; (C) Payment of Banks' reasonable expenses (including legal fees and disbursements of counsel) in connection with the preparation and negotiation of this Agreement and a closing hereunder; (D) In consideration of the agreement of Banks to forbear pursuant to this Agreement, Company Affiliates acknowledge that Banks, upon execution and exchange of this Agreement, have earned a forbearance fee in the amount of One Hundred Thousand ($100,000.00) Dollars (which fee shall be deemed part of the Obligations secured by the Collateral) payable to Agent for ratable benefit of Banks as follows: Fifty Thousand ($50,000.00) Dollars upon execution and exchange of this Agreement; and Fifty Thousand ($50,000.00) Dollars on the earlier of December 15, 1999 or the Forbearance Termination Datehereto; (E) Evidence A copy, certified as of the most recent date practicable, by the Secretary of State of Delaware, of each of the Borrowers' certificate of incorporation, together with a certificate (dated as of the date of the Closing) of each of the Borrowers' corporate secretary to the effect that such certificate of incorporation has not been amended since the computer hardware and software used in date of the business operations of Company Affiliates are Y2K compliantaforesaid certification; (F) Bank shall be satisfied Certificates, as of the most recent dates practicable, of the aforesaid secretary of state, the secretary of state of each state in all respects with Company Affiliateswhich the Borrowers are qualified as a foreign corporation and the department of revenue or taxation of each of the foregoing states, as to the good standing or valid existence of each of the Borrowers; (G) A written opinion of Messrs. Powell, Goldstein, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, the Borrowers' management counsel, dated the date of cash the Closing and accounts receivable addressed to the Banks, substantially in form satisfactory to the Banks, to the effect that: (1) Each of the Borrowers is a corporation duly organized, existing and in good standing under the Laws of the State of Delaware and is qualified to transact business and validly exists in the State of Georgia and, to evaluate such management, Company Affiliates agree to reimburse Banks, on demand, for a third party's review the knowledge of such cash management systems counsel, is not required to be qualified as a foreign corporation in any other jurisdiction; (2) Each of the Borrowers has the power to execute and accounts receivabledeliver this Agreement, as well as participation in initial to borrow money hereunder, to execute and subsequent audits deliver the Notes and to perform its obligations hereunder and thereunder; (3) All corporate action by each of Company Affiliatesthe Borrowers, and all consents and approvals of any Persons, necessary to the validity of this Agreement, the Notes and each other document to be delivered hereunder have been duly obtained, and this Agreement, the Notes and such other documents do not conflict with any provision of the certificate of incorporation or by-laws of either of the Borrowers, or of any applicable Laws or any other material agreement binding upon either of the Borrowers or its property of which such counsel has knowledge; and (G4) Such This Agreement, the Notes and all other instrumentsdocuments to be delivered hereunder have been duly executed by and each is a valid and binding obligation of each of the Borrowers, agreements enforceable in accordance with its terms. (H) A certificate, dated as of the date of the Closing, signed by the president or a vice president of each of the Borrowers to the effect that: (1) The representations and documents warranties set forth in subsection 5.01 are true in all material respects as may be required by Banks and/or their counselof the date of the Closing; and (2) No Event of Default hereunder, and no event which, with the giving of notice or passage of time or both, would become an Event of Default, has occurred as of such date.

DOCUMENTS REQUIRED FOR CLOSING. Borrower shall have duly executed and/or delivered (or caused to be duly executed and/or delivered) to Banks the following: (A) A secretary's certificate (as of the date of this AgreementAmendment) attaching a copy of resolutions of each Company Affiliate's Board of Directors authorizing the execution, delivery and performance of this Agreement Amendment and each other document to be executed and/or delivered pursuant hereto and any other instrument, agreement or document referred to herein and confirming that the articles or certificate of incorporation and by-laws of each Company Affiliate have not changed since last delivered to Agent; (B) A certificate (dated the date of this Agreementof) of each Company Affiliate's corporate secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement and each other document to be executed and/or delivered pursuant hereto or thereto; (C) Payment TDH Investors and Agent on behalf of Banks' reasonable expenses (including legal fees Banks shall execute and disbursements exchange a subordination agreement in respect of the TDH Subordinated Indebtedness in form and substance satisfactory to Agent, Banks and their counsel) in connection with the preparation and negotiation of this Agreement and a closing hereunder; (D) Copies of all instruments, agreements and documents evidencing the TDH Subordinated Indebtedness; (E) In consideration of the agreement of Banks to continue to forbear pursuant to this AgreementAmendment, Company Affiliates acknowledge that Banks, upon execution and exchange shall pay to Agent for the ratable benefit of this Agreement, have earned Banks a forbearance extension fee in the amount of One Hundred Fifty Thousand ($100,000.0050,000.00) Dollars (which fee shall be deemed part of the Obligations secured by the Collateral) payable to Agent for ratable benefit of Banks as follows: Fifty Thousand ($50,000.00) Dollars upon execution and exchange of this Agreement; and Fifty Thousand ($50,000.00) Dollars on the earlier of December 15, 1999 or the Forbearance Termination Date; (E) Evidence that the computer hardware and software used in the business operations of Company Affiliates are Y2K compliant; (F) Bank shall be satisfied in all respects with Company Affiliates' management of cash and accounts receivable and, to evaluate such management, Company Affiliates agree to reimburse Banks, on demand, for a third party's review of such cash management systems and accounts receivable, as well as participation in initial and subsequent audits of Company AffiliatesAmendment; and (GF) Such other instruments, agreements and documents as may be required by Banks and/or their counsel.

DOCUMENTS REQUIRED FOR CLOSING. Borrower shall have duly executed and/or delivered (or caused to be duly executed and/or delivered) to Banks Administrative Agent the following: (A) This Second Amendment, the Second Replacement Revolving Loan Notes, Explanations and Waivers of Rights regarding Confession of Judgment with respect to the Second Replacement Revolving Loan Notes and each other instrument, agreement and document to be executed and/or delivered pursuant to this Second Amendment and/or the instruments, agreements and documents referred to in this Second Amendment; (B) A secretary's certificate certified (as of the date of this AgreementSecond Amendment) attaching a copy of resolutions of each Company AffiliateBorrower's Board of Directors authorizing the execution, delivery and performance of this Agreement Second Amendment and each other document to be executed and/or delivered pursuant hereto and any other instrument, agreement or document referred to herein and confirming that the articles or certificate of incorporation and by-laws of each Company Affiliate have not changed since last delivered to Agentherein; (BC) A certificate (dated the date of this AgreementSecond Amendment) of each Company AffiliateBorrower's corporate secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement Second Amendment and each other document to be executed and/or delivered pursuant hereto or thereto; (C) Payment of Banks' reasonable expenses (including legal fees and disbursements of counsel) in connection with the preparation and negotiation of this Agreement and a closing hereunderhereto; (D) In consideration Receipt and approval by Lenders of the agreement of Banks to forbear pursuant to this Stock Purchase Agreement, Company Affiliates acknowledge that Banksall schedules thereto, upon execution and exchange of this Agreementall related instruments, have earned a forbearance fee in the amount of One Hundred Thousand ($100,000.00) Dollars (which fee shall be deemed part of the Obligations secured by the Collateral) payable to Agent for ratable benefit of Banks as follows: Fifty Thousand ($50,000.00) Dollars upon execution agreements and exchange of this Agreement; and Fifty Thousand ($50,000.00) Dollars on the earlier of December 15, 1999 or the Forbearance Termination Datedocuments; (E) Evidence that EARS, Inc., a Delaware corporation, a guarantor and surety for the computer hardware Obligations, shall unconditionally reaffirm in writing its suretyship for the Obligations and software used in the business operations of Company Affiliates are Y2K compliant; (F) Bank shall be satisfied in all respects with Company Affiliates' management of cash and accounts receivable and, consent to evaluate such management, Company Affiliates agree to reimburse Banks, on demand, for a third party's review of such cash management systems and accounts receivable, as well as participation in initial and subsequent audits of Company Affiliatesthis Second Amendment; and (GF) Such other instruments, agreements and documents as may be required by Banks each Lender and/or their its counsel.

DOCUMENTS REQUIRED FOR CLOSING. Borrower shall have duly executed and/or delivered (or caused to be duly executed and/or delivered) to Banks the following: (A) A secretary's certificate certified (as of the date of this Agreement) attaching a copy of resolutions of each Company Affiliate's Board of Directors authorizing the execution, delivery and performance of this Agreement and each other document to be executed and/or delivered pursuant hereto and any other instrument, agreement or document referred to herein and confirming that the herein; (B) Certified copies of each Company Affiliate's articles or certificate of incorporation and by-laws of each Company Affiliate have not changed since last delivered to Agentlaws; (BC) A certificate (dated the date of this Agreement) of each Company Affiliate's corporate secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement and each other document to be executed and/or delivered pursuant hereto or thereto; (CD) Payment of Banks' reasonable expenses (including legal fees and disbursements of counsel) in connection with the preparation and negotiation of this Agreement and a closing hereunder; (DE) In consideration of the agreement of Banks to forbear pursuant to this Agreement, Company Affiliates acknowledge that Banks, upon execution and exchange of this Agreement, have earned a forbearance fee in the amount of One Hundred Thousand ($100,000.00) Dollars (which fee shall be deemed part of the Obligations secured by the Collateral) payable to Agent for ratable benefit of Banks as follows: Fifty Thousand ($50,000.00) Dollars upon execution and exchange of this Agreement; and Fifty Thousand ($50,000.00) Dollars on the earlier of December 15, 1999 or the Forbearance Termination Date; (E) Evidence that the computer hardware and software used in the business operations of Company Affiliates are Y2K compliant; (F) Bank shall be satisfied in all respects with Company Affiliates' management of cash and accounts receivable and, to evaluate such management, Company Affiliates agree to reimburse Banks, on demand, for a third party's review of such cash management systems and accounts receivable, as well as participation in initial and subsequent audits of Company Affiliates; and (GF) Such other instruments, agreements and documents as may be required by Banks and/or their counsel.