Documents Required for the Closing Sample Clauses
Documents Required for the Closing. Debtor shall have delivered or ---------------------------------- caused to be delivered to Bank, at the signing hereof, the following, in form and substance satisfactory to Bank, executed by the applicable parties and otherwise subject as follows:
(a) The Notes;
(b) All necessary releases, satisfactions, assignments, subordinations and termination statements to cause the security interests granted therein to be first priority security interests in the Collateral (subject only to Permitted Liens);
(c) The Pledge Agreement required by Section 8.08 hereof, pursuant to which Debtor shall pledge (i) one hundred percent (100%) of the capital stock of its wholly-owned Subsidiary, Affinity, (ii) one hundred percent (100%) of the capital stock of its wholly-owned Subsidiary, EuroBioPharm, and (iii) sixty-six percent (66%) of the capital stock of its wholly-owned Subsidiary, EPIC, Ltd., together with all appropriate stock powers and certificates required to be delivered in connection therewith;
(d) The financing statements required by Section 6.07 hereof, necessary to perfect the security interests in the Collateral;
(e) Copies of the resolutions of the board of directors and shareholders of Debtor (certified as of the Effective Date by the corporate secretary or assistant secretary of Debtor) authorizing the execution, delivery and performance of this Agreement, the Notes and each other Loan Document to be delivered to Bank pursuant hereto;
(f) Copies (certified by the Secretary of State of the state of incorporation and by authorized officers of Debtor) of the articles of incorporation or constituent documents, Articles of Merger evidencing the merger of Bio-Pharm Clinical Services, Inc. with and into Affinity Biotech, Inc. and the subsequent name change from Affinity Biotech, Inc. to IBAH, Inc., and any fictitious name registrations, for Debtor, together with a copy (certified by the secretary or assistant secretary of Debtor) of the by-laws for Debtor and a certificate (dated as of the date of the Closing) of each of such officer to the effect that the foregoing documents have not been amended since the date of the aforesaid certifications;
(g) A certificate (dated the Effective Date) of the secretary or assistant secretary of Debtor as to the incumbency and signatures of the officers thereof who are executing this Agreement on the behalf of Debtor and as to the Designated Officers of Debtor;
(h) Certificates of good standing and subsistence with respect to Deb...
Documents Required for the Closing. The Borrowers shall have delivered to the Lender, prior to the initial disbursement of the Loan (the "Closing"), the following:
(a) The Revolving Note duly executed by the Borrowers;
(b) Copies of the Mortgages, which shall have been duly executed by all proper parties and recorded at the appropriate recording office, with all recording fees therefor paid;
(c) The Financial Statements;
(d) A copy of the Security Agreement and/or the financing statements and other instruments required thereunder, which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid;
(e) A copy of the Trust Indenture, which shall have been executed by all proper parties;
(f) A copy of the Pledge Agreement and other instruments required thereunder, which shall have been executed by all proper parties;
(g) A copy of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid;
(h) A copy of the Trademark Security Agreement which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid;
(i) Evidence that the Note Purchase Agreements have been executed and delivered and the proceeds delivered to SpecTran;
(j) A copy, certified as of the date of the Closing, of votes of the boards of directors of each Borrower and shareholders (except for SpecTran) of each Borrower, authorizing the execution, delivery, and performance of this Agreement, the Revolving Note, the Collateral Documents and each other document to be delivered pursuant hereto;
Documents Required for the Closing. Prior to or concurrently with the Closing, the following instruments and documents, duly executed by all proper Persons and in form and substance satisfactory to Bank, shall have been delivered to Bank:
(A) This Agreement;
(B) Each Note;
(C) Each Borrower’s Closing Certificate;
(D) With respect to each Borrower (other than a Borrower that is an individual), a certificate of an officer or other representative acceptable to Bank dated as of the date of this Agreement, certifying as to the incumbency and signatures of the representative(s) of such Borrower signing, as applicable, this Agreement and each of the other Loan Documents, and each other document to be delivered pursuant hereto, together with the following documents attached thereto:
(1) A copy of the resolutions of such applicable Person’s Governing Body authorizing the execution, delivery and performance of this Agreement, each of the Loan Documents, and each other document to be delivered pursuant hereto, as applicable;
(2) A copy, certified as of the most recent date practicable by the secretary of state (or similar Governmental Authority) of the state, province, or other Jurisdiction where such Person is organized, of such Person’s Organizational Documents filed with such secretary of state (or similar Governmental Authority);
(3) A copy of such Person’s other Organizational Documents;
(E) A certificate, as of the most recent date practicable, of the secretary of state (or similar appropriate Governmental Authority) and department of revenue or taxation (or similar appropriate Governmental Authority) of each Jurisdiction in which each Borrower (other than a Borrower that is an individual and other than for NeedleTech Products, Inc.) is organized as to the existence and good standing of each such Person within such Jurisdiction (unless such Governmental Authorities do not issue such certificates of existence and/or good standing), and a certificate, as of the most recent date practicable, of the secretary of state (or similar appropriate Governmental Authority) of each state where any of the Collateral is located as to the qualification and good standing of each Borrower (other than a Borrower that is an individual) as a foreign entity doing business in each such state (unless such Governmental Authorities do not issue such certificates of existence and/or good standing);
(F) A written opinion of counsel to Borrowers, dated as of the date of Closing and addressed to Bank, in form and substance ac...
Documents Required for the Closing. The Borrower shall have delivered to the Bank, prior to the initial disbursement of the Loans (the “Closing”), the following:
(A) The Revolving Credit Note duly executed by the Borrower in the form attached hereto as Exhibit 2.03A;
(B) The Term Note duly executed by the Borrower in the form attached hereto as Exhibit 2.03B;
(C) The Mortgage duly executed by the Borrower;
(D) The Disbursement Authorization Letter;
(E) The Swap Contract;
(F) Environmental Indemnity Agreement duly executed by the Borrower;
(G) The Title Insurance Policy;
(H) A certificate (dated the date of the Closing) of the corporate secretary or assistant secretary, as the case may be, of the Borrower, certifying as to:
(1) the incumbency and signatures of the officer(s) signing this Agreement, the Notes, the other Loan Documents and each other document to be delivered pursuant hereto,
(2) the resolutions of the board of directors authorizing the execution, delivery and performance of this Agreement, the Notes, the other Loan Documents, and each other document to be delivered pursuant hereto,
(3) the By-Laws;
(I) With respect to the Borrower, certificates of tax good standing and corporate good standing and legal existence, dated as of the most recent date practicable, issued by the Delaware Department of Revenue and Secretary of State of Delaware as to the tax good standing and the legal existence and corporate good standing of the Borrower and a certificate of registration as a foreign corporation with The Commonwealth of Massachusetts;
(J) A copy, certified as of the most recent date practicable by the Secretary of the applicable state or nation of incorporation, of the charter documents of the Borrower and all amendments thereto, together with a certificate (dated the date of the Closing) of the corporate secretary or assistant secretary, as the case may be, of the Borrower to the effect that such charter documents have not been further amended since the date of the aforesaid certification of the Secretary of the State of Delaware;
(K) A written opinion or opinions of legal counsel for the Borrower, dated the date of the Closing and addressed to the Bank, in form satisfactory to the Bank and its counsel;
(L) A certificate, dated the date of the Closing, signed by the president, a vice president, the treasurer or an assistant treasurer, the chief executive officer or the chief financial officer, of the Borrower and to the effect that:
(1) The representations and warranties set forth in...
Documents Required for the Closing. The Borrower shall have duly executed and delivered to KS and DE the following items on the Closing Date:
(A) This Agreement;
(B) The Revolving Loan Note, attached hereto as Exhibit D;
(C) The Amendment to the First Loan Agreement attached hereto as Exhibit B;
(D) The Amendment to the Second Loan Agreement attached hereto as Exhibit C; and
(E) The Accounts Receivable Loan Note, attached hereto as Exhibit E;
Documents Required for the Closing. The Borrower shall have delivered to the Bank prior to the initial disbursement of the Loan the following:
(a) The Note;
(b) The ARC Guaranty, duly executed by the Guarantor, and the SARC/Ft. Myers Guaranty, duly executed by SARC/Ft. Myers;
(▇) The Pledge Agreement in the form ▇▇▇▇▇hed hereto as Exhibit D-1 duly executed by SARC/Ft. Myers, and the Pledge Agreement in the form attached hereto as Exhib▇▇ ▇-2 duly executed by ARC Financial Services Corporation;
(d) Subordination Agreement, in form and substance acceptable to Bank, duly executed by ARC Management Services, Inc.;
(e) Landlord's Lien Waiver, Estoppel, and Agreement in form and substance acceptable to Bank, duly executed by Borrower's Landlord;
(f) Copies of the resolutions of the board of directors of Borrower, of the board of directors of the Guarantor, and of the board of directors of SARC/Ft. Myers, respectively, certified by the corporate secretary or assista▇▇ ▇▇cretary of each as of the date of Closing, authorizing the execution, delivery and performance of this Agreement and, as applicable, the Note, the Loan Documents, and each other document to be delivered pursuant hereto;
(g) A copy of the Constituent Documents of the Borrower, the Surgery Center, SARC/Ft. Myers and Guarantor, certified as of the most recent date practicabl▇, ▇▇ the applicable Secretary of State or by the secretary of such Person, as applicable;
(h) A certificate dated the date of the Closing of the secretary of Borrower, the Guarantor and SARC/Ft. Myers as to the incumbency and signatures of their respective office▇▇ ▇▇ecuting this Agreement, the Note, the ARC Guaranty, the SARC/Ft. Myers Guaranty, the Collateral Documents, and each other document to ▇▇ ▇elivered pursuant hereto;
(i) With respect to Borrower, the Surgery Center, SARC/Ft. Myers and Guarantor, certificates, as of the most recent dates pract▇▇▇▇▇e, issued by the Secretary of State of the state in which such Person was incorporated or formed as to the existence and/or good standing of such Person;
(j) A written opinion of counsel to the Borrower, SARC/Ft. Myers and Guarantor dated the date of the Closing, in form satisfact▇▇▇ ▇o the Bank.
(k) A certificate, dated the date of the Closing, signed by the president, vice president, chief financial officer, or corporate controller of the Borrower and the Guarantor to the effect that:
(i) The representations and warranties set forth within Section 5 are true as of the date of the Closing;
(ii) No Event of Defa...
Documents Required for the Closing. Borrower shall have duly executed and delivered to Lender, or provided to Lender prior to any further disbursements of the Loan (the “Closing”) the following:
(i) the CREM Note;
(ii) this Loan Agreement;
(iii) the Mortgage;
(iv) Uniform Commercial Code Financing Statements;
(v) Assignment of Rents and Leases;
(vi) Environmental Compliance and Indemnity Agreement;
(vii) the Closing Statement; and
(viii) such other documents and information as Lender's counsel reasonably requires.
Documents Required for the Closing. The Borrower shall have delivered to the Bank, prior to the initial disbursement of the Loan (the “Closing”), the following:
Documents Required for the Closing. Borrower shall have duly executed and delivered to Lender, or provided to Lender prior to the disbursements of the Term Loan and the initial advance under the revolving loan (the “Closing”) the following:
(i) the Revolving Note - $1,500,000.00;
(ii) this Loan Agreement;
(iii) the Security Agreement;
(iv) Uniform Commercial Code Financing Statements;
(v) the Closing Statement; and
(vi) such other documents and information as Lender’s counsel reasonably requires.
Documents Required for the Closing. At Closing, the Borrower shall have delivered the following executed documents to Agent, in such form as may be required by Agent:
(A) All of the Notes, dated as of the Closing Date;
(B) Security agreements, financing statements, and such other documents, acceptable to Agent and Lenders' counsel, as may be called for under the applicable law to perfect or continue the perfection of, first and prior lien of the Lenders against the Collateral (the "Collateral Documents");
(C) Guarantees, acceptable in form and content as agreed to by Agent;
(D) Corporate Resolutions, and Incumbency Certificates from the Board of Directors of the Borrower authorizing the execution of this Agreement, the Notes, the Borrower's Collateral Documents and related documentation, in such form and content as may be required by Agent or their respective counsel;